Rule of the Valeyard
by cheri1
Summary: Dark!Twelve with Rose and Clara. Alternate Universe. After using the dimension cannon, Rose ends up in a parallel universe where the Doctor has become the Valeyard and rules Earth and several other planets. Can Rose find a way to break through to the man he once was? FINISHED.
1. Chapter 1

A/N: This is an AU Dark!Doctor fanfic featuring the Twelfth Doctor.

Chapter One

"Blimey," Rose said, shaking her head after her latest dimensional jump. "Wish they coulda made the trip a bit smoother. I really miss the TARDIS now."

This was number twenty of her attempts to reach her Doctor to enlist his help in stopping the stars from going out. She thought it would get easier in time but the strain of crossing the void, even if it was degrading rapidly, gave her a massive headache that lasted for a few hours. Luckily, she now carried a bottle of aspirin along with a few other things in a bum bag that was hidden under her jumper and purple leather jacket.

While she pulled up her clothes and reached for her aspirin and a tiny bottled water, she took a look around and noticed that she was in London. That didn't mean anything though, she'd been to several Londons since she started this journey and so far, no sign of the Doctor. The Doctor did tell her once that he thought the Time Lords existed in only one universe, although he did admit that was just a theory since there were countless parallel universes and not even the Time Lords had visited all of them. She tried to ignore the word "countless" and instead focus on the theory that there was only one Doctor that existed in time and space. That way when she did find him, and she was certain she would, she would know that he was the correct one.

She swallowed two aspirin and chased them down with a swig of water before putting everything back in the pouch, zipping it and pulling her clothes down over it. She was about a half mile from Trafalgar Square so she was certain she knew where everything was…or hoped she did. What she did notice was that everyone seemed to be dressed in black and had somber looks on their faces as she walked off. She looked around her and tried to find some bit of color in someone's outfit but there was none. She wondered if perhaps the Queen or president or whoever ruled the country had died and everyone was in mourning. She tried to stop someone to ask them what was going on but the person saw her purple jacket and maroon jumper and he quickly ran from her before she could ask anything. In fact, she noticed that others were stopping and staring at her in shock before hurrying away from her.

"What?" she said to someone who stopped and stared at her. "What's going on here?"

"Are you insane?" the young man said. "You want his secret police to come and arrest you?"

"Who's secret police?" Rose said, not liking the sound of that.

"The Valeyard," the man said before hurrying away.

"The Valeyard, okay. Is that the title of the politician here or the bloke's name?"

She walked on, now ignoring the kerfuffle she was causing and the whispered murmurs about how she was going to get herself arrested, walking around like that where the secret police could see her. So far, she hadn't seen anyone that looked like a policeman but that didn't mean there could be plainclothes one spying on her. Suddenly, she felt very exposed but she wanted to make sure there was no Doctor here that could help her before leaving. Not to mention, her sense of morality and justice demanded that she help if possible since everyone around her looked beaten and dejected.

Then when she entered the plaza around Trafalgar Square, she stopped short when she noticed the lion statues around Nelson's Column had been replaced by a thirty foot bronze statue of some man dressed in long robes and a skullcap. The man looked to be in his late fifties and his face was lined and severe looking. The stature in front of her was glaring out at London and he had his right arm out, pointing at something in the distance. More disturing was on the base of the statue was carved OBEY THE VALEYARD. She looked up at the column and noticed for the first time that Nelson was also gone, replaced by the same stern looking man, although this statue had crossed arms over its chest but even from her vantage point, she could see the angry, malevolent glare.

"Okay, I'm guessing he's a dictator, ruler, god then," Rose said to herself.

As she stared up at the statue, she felt someone's eyes on her and she looked to her right and noticed a young woman was standing by the base of the statue, studying her. She was dressed in a black skirt, black leather jacket, black nylon hose and black tennis shoes. She had brown hair that came down past her shoulders and a young, fresh face. She looked very youthful but as she walked over, Rose could see scarring all over her face and her hands and a haunted look in her eyes. The woman stopped a few feet away and looked around before speaking to her.

"Very brave to be wearing colors out in the open…or very stupid," the woman said.

"I'm a traveler, I haven't been to London for several years so I had no idea that there was a dress code now," Rose said.

The woman frowned.

"And where did you travel from, under the Earth? The dress code is everywhere, not just London."

"What?" Rose said. "Everyone, everywhere has to wear black?"

"Yes. Because he does," Clara said, pointing up to the statue. "He is trying to sap people's morales and wearing nothing but black is part of it."

"That Vale-yard bloke?" Rose said. "He's responsible for all this?"

"It's pronounced Valley-yard and yes, he's the ruler of Earth, among other worlds."

"Other worlds? So they have space travel here?" Rose said.

"To the moon but nothing farther than that," the woman said with a shrug.

"So…how is he able to conquer other worlds then?" Rose said.

"He has this…time machine called…"

"A TARDIS?"

The woman was shocked into silence for a second before nodding.

"You know about the TARDIS?" she said. "I was under the impression that he kept the knowledge of the TARDIS away from the general public so no one would try to take it from him."

"I'm from another universe where someone called the Doctor has a TARDIS."

"Really? I traveled with the Valeyard when he was known as the Doctor. Clara Oswald," she said, extending her hand.

"Rose Tyler," Rose said, shaking it. "Never heard of ya."

"I've heard your name before," Clara said. "When the Valeyard was in his eleventh life, he mentioned you a couple of times in passing."

Rose's heart began to race. So there were other Doctors in other universes but why would the Doctor take over the Earth here? She remembered the Doctor explaining that every decision we make creates a parallel reality. Did her Doctor's decision to be on the side of good create an evil parallel Doctor then. Suddenly, she wasn't so sure she wanted to meet this version of the Doctor.

"Look, you shouldn't be out in public like this," Clara said, looking around. "The Valeyard has spies everywhere and you're gonna end up in prison or worse."

"But why is the Doctor doing all this? Why is he evil?"

"Look, follow me and I'll explain everything. Just get out of sight and I'll find you some black clothing to wear, yeah?"

Rose nodded. Clara looked around before beckoning to Rose to follow her and they quickly left Trafalgar Square.


	2. Chapter 2

Chapter Two

Clara led Rose to a semi-detached brick house near Trafalgar Square. On the way there, Rose noticed CCTV cameras mounted everywhere and after what Clara told her, she suddenly became very self conscious about being out in public so it was a relief when they went up the stone steps and Clara unlocked the door and let her inside before following her in. the inside of the house was old and the furniture was used and mismatched but it was clean and warm and Rose felt safer being inside it.

"Erica! We're home!" Clara yelled as she took her leather jacket off and put it inside a cupboard near the door.

She directed Rose to do the same with her leather jacket and Rose took it off and handed it to her. While Clara hung up her jacket, Rose looked around but there was no sign of Erica and no one responded to Clara's greeting.

"She might be out running errands," Clara said to Rose as she shut the door. "She lets me stay here with her. I'm actually on the run and snuck into the city and Jenny gives me shelter and food in return for my help in defending her home. She's actually a freedom fighter like I am. Come with me and I'll find you something to wear."

Rose followed her up the stairs to her bedroom. The windows in all the rooms had heavy drapes on them that no one could see through so the only source of light in the room was from a small brass lamp that was near her tiny wooden, four poster bed in the corner. There was a chest of drawers near the door and Clara opened the middle drawer, glanced at Rose and handed her a black t-shirt. Rose was wearing black trousers, socks and shoes so Clara nodded at that and pointed to the door across the hallway.

"Bathroom's there," she said to her. "I'll hide your jumper for you…actually…"

She reached down into the drawer, underneath three layers of black clothing and pulled out a red skirt with white polka dots on it.

"See, I also have contraband. Rebel, me," she said while Rose chuckled. "When you're finished, come downstairs. I'll make some tea for us and we can talk in the lounge."

Rose nodded and thanked her. She went across to the bathroom while Clara put the skirt back under the black clothes.

"When you're done, just leave the jumper on the counter by the skin," she called out. "No one will bother it and I'll hide it later."

"Okay," Rose yelled through the door.

Clara shut the drawer and went downstairs. She walked into the kitchen and made some tea and looked through a nearby cupboard and found some chocolate chip biscuits. She put some on a small plate and carried that out to the living room. By now, Rose was sitting on an overstuffed beige sofa, looking around while she waited. She had on the black shirt which was slightly faded but fit well. Clara sat the plate down on a coffee table and heard the whistling of the kettle. She asked if Rose wanted to make her own cuppa and Rose nodded, following her into the kitchen.

Once the cups of tea had been made and they were ready, Clara and Rose walked back into the living room. Rose sat on the sofa while Clara rested in a beige, leather club chair beside it.

"Help yourself," Clara said, gesturing to the plate of biscuits.

Rose nodded, thanked her and she ate and sipped her tea while they chatted. She first told Clara about herself and being separated from the Doctor and her quest to find him. Clara listened in an enraptured silence, sipping her tea while she kept quiet and let her new friend talk. When Rose was finished, Clara and Rose went to get more tea and then settled back down before she explained her side of the story.

"Here, I was traveling with the Doctor before he turned evil," she said. "Started out with his eleventh life and had no problem with him then. In fact, I enjoyed it. But there came a time when he had to regenerate and he was actually on his last life and in danger of dying. The Time Lords are in another universe, still alive, and I pleaded through a crack in reality to do something so he could live on. Now I regret that decision because they gave him a new life cycle but somehow that unhinged his mind. I suppose that's why they're only given a limited life cycle to begin with. He started out being very grumpy and sarcastic and angry and I kept traveling with him in the hope it would get better and he would lighten up but it just got worse and he got more and more...cruel, I suppose, and more arrogant until he became a megalomaniac and announced that he was no longer the Doctor because the Doctor was a weak do-gooder in his eyes. He became the Valeyard and declared that since he was the only Time Lord left in this universe, it was up to him to guide it in the way he saw fit. I tried to stop him but I ended up being imprisoned and tortured."

"The scars on your face and hands," Rose said.

"Yes, that was part of it," Clara said, sighing. "I thought that perhaps he would show me mercy since we were friends but there are no friends anymore, all he has are slaves and lackeys and secret police to do his bidding. I managed to escape when he came to Earth to survey his domain. The TARDIS helped me, I think, since it was easier than I thought to get out. But after that, I had to hide in forests and barns and make my way to London from Cardiff, which took a very long time and wore me out mentally and physically. I got here and found Erica and a few others who were trying to form a rebellion and Erica took me in and she has risked her life by hiding me here. So far, no one has spotted me, which I find hard to believe since there are CCTV cameras and spies everywhere. I'm beginning to think he knows I'm here but he's tracking me and seeing what I do before moving in and capturing me. But it's gotten to the point where I really don't care, Rose. I can't live like a rat in a hole, afraid the cat'll pounce on me. So I go out from time to time to meet with others in our rebellion and see if there is anything I can do to help others. I do deliver some food from time to time to people less fortunate than us and there are others I'm watching out for. I was on my way back when your jumper and jacket caught my eye. It's not hard to miss in a city of black clothes. And now you need to leave before you do get caught."

"No, I want to try to help," Rose said, shaking her head. "My Doctor would do something and he taught me to stand up for what's right and try to make a difference in the universe. I want to stay and help if you'll let me."

"Of course. We'd welcome the help but are you sure? Because if you think the Valeyard will be merciful towards you, you better think again. He's not the Doctor anymore, he's become evil and twisted and being his friend won't save you, trust me," she said, pointing to the scars on her face.

"I understand that and I accept the risks," Rose said.

"Well, in that case, we'll speak to Erica when she comes home. I'm sure she'll be happy to take you in. this house is more than enough for all of us."

Rose thanked her and the two women continued with small talk and sharing stories of their time with the Doctor while they waited for Erica to come back.


	3. Chapter 3

Chapter Three

(Meanwhile, inside Buckingham Palace…)

The Valeyard's robes swished softly as he walked down the corridor towards what had once been the State Room. He was headed to a daily meeting with several of his spies, hearing their reports on what had been happening in his kingdom. The Royal Family had been put to death a few years ago so he could turn Buckingham Palace into his London palace, one of many he now possessed across Earth and several other planets. The spies in his employ came from all over the Earth and the other planets under his domain. They were his first defense against any hint of uprising as well as giving him information on other planets that he had picked to conquer next.

He entered the State Room and stopped as the spies, who had been standing by the long table that dominated the room, fell to their knees and prostrated themselves before him. He smirked at that. Most of them were humans but not all. But all of them had been picked because of their weak minds and wills and he had been able to quickly brainwash them and turn them against their fellow species. Now they trembled before him and paid him obeisance, which was how it should be.

"Arise and sit," he said loudly before he walked through the room to the end of the table on the far side.

The spies stood at attention by the elegant, velvet lined, high backed chairs and waited. Even though he had told them to sit, they still waited until he was seated before following suit. Something else that he had ingrained in them during the brainwashing. As soon as he was seated in his elegant, golden throne, the spies sat down and waited for him to speak.

"So…any trouble today?" he asked them.

A young man beside his throne, stood and bowed to him.

"My Lord, may I speak?" he said as he bowed.

"You may, what is your report?" the Valeyard said, loving the sight of the subjugated pudding brain bowing to him.

The man sat down and watched him while the others stared straight ahead and listened.

"My Lord, fellow spies have told me they spotted the Oswald woman again, by Valeyard Square."

"Mm," the Valeyard said, nodding.

This was nothing new to him. He knew Clara had returned to London and he knew that she was hiding somewhere near the square. His spies had asked repeatedly if they needed to send the secret police to arrest her but so far he had declined, preferring instead to sit back and see what his former companion would do, more out of curiosity than anything. He felt confident that Clara and the other rebels could mount only a feeble resistance at best and he could crush it at any time. It amused him that Oswald was trying to defeat him when he was far superior in every way to her little ape body.

"Anything else?" he said to the spy.

"My Lord, they also said that there was a woman sighted by Valeyard Column who appeared to be wearing pink and purple clothes."

The Valeyard snickered at that.

"So that's their way of rebelling, eh? Wear colors?" he said.

"There is more, My Lord. Clara Oswald was seen with the woman and they left the square."

"Did they now," the Valeyard purred. "So…she is one of Clara's rebels, eh? Do we have CCTV footage of this mysterious woman who dares to wear purple in my kingdom?"

"We do, My Lord."

"Excellent. I will review the footage after the meeting and decide if anything should be done. Anything else?"

"No, My Lord."

"Very well, anyone else have anything to report?"

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

After the meeting was finished, the Valeyard sent the spies away and went to look at the footage from the CCTV cameras around Valeyard Square. There were cameras mounted on all sides, allowing him to view the square at every possible angle so there was nothing that could be hidden from him. The surveillance room was set up near the back of the palace in an underground chamber that slaves had dug out and built for him. It had a desk with several monitors above it that had footage from key points in the city but also had a computer on the desk attached to them so he could type in a location and look at any point on Earth or other planets in his realm. When he entered the room, a black clad man swiveled around in his chair, jumped up and then quickly prostrated himself.

"Arise," the Valeyard said, bored. "I wish to see footage of the woman who dared to wear colors in Valeyard Square."

"At once, My Lord," the man said before standing up.

He sat down and typed in some commands as the Valeyard sauntered up behind him and stood behind his chair with his hands behind his back. After two minutes, the man found the footage he was looking for and pointed to a monitor directly in front of him. The Valeyard walked up beside him and leaned in to look. He looked at the young woman and did a double take.

"Zoom in," he said to the man.

"Yes, My Lord."

The man typed in a command and zoomed in on the woman. The Valeyard stared at the woman with disbelief while the man glanced at him.

"My Lord, what should we do?" he said to him. "Arrest her?"

The Valeyard nodded dumbly before finding his voice.

"Yes," he said. "Alert the police that her name is Rose Tyler and she is to be brought here, alive and unharmed."


	4. Chapter 4

Chapter Four

When Erica didn't arrive home, Rose decided to have a shower to relax and unwind before meeting her. Clara took her jumper from the bathroom before she went and put it under the black outfits, next to her skirt. When she was done, she went downstairs to wait for Erica while Rose got undressed and stepped into the walk-in shower. The hot water soothed her frazzled nerves and allowed her to think about the day's events. It was easy for her to use her dimension jumper to go back to base but she felt she had to stay and help, especially if it was the Doctor. She wasn't sure what good she could do if he'd already conquered the Earth but if a parallel version of herself existed her then perhaps the bond they had still existed and maybe she could use that to her advantage. It seemed incredible to her that the Doctor had turned evil. She had often sensed a darkness about him, even when his tenth self was being silly and lovable but she never imagined that he could override his sense of morality and justice and become corrupt enough to turn to the dark side. And to use humans as slaves and spies made her shiver, especially since he'd often told her just how much he cherished and admired the human race.

She noticed some bottles of shampoo and conditioner in the corner of the shower. She stooped down and used them, washing her hair clean before using a bit of soap to wipe off the dirt and grime from her body. After she finished, she felt totally refreshed and she was ready to face any challenges that came her way. But as she was dressing, she heard Clara's faint voice from below yelling that people were searching for both of them. Rose muttered a curse under her breath as she threw on her clothes as fast as she could, checked to make sure her dimension jump and pocket knife she carried were deep in her trouser pocket before she threw open the door and hurried downstairs.

At the bottom of the stairs was Clara, a young black woman and a short, petite woman that had an oval face, blonde highlights in her long, brown hair and a small scar on her left cheek. Clara introduced her as Erica and the black woman as Martha Jones.

"I was heading back here," Martha said to Rose. "When I overheard two men discussing your whereabouts and which way they should go. One of them asked who they were looking for and the other said you and Clara."

"Do they know where we are?" Rose said.

"I don't think so," Martha said.

"I have a feeling they do," Clara said. "There are CCTVs everywhere. They would have to be blind and stupid not to see us come back here. I think the Valeyard is just toying with us."

"So what do we do?" Erica said. "Mount a defense?"

Rose thought for a moment and then her back stiffened with new resolve.

"I'll go," she said.

"Go where?" Martha said.

"I'm going to let myself be captured while you find a way to stop him," Rose said.

"Um…Rose, I don't think that's a good idea. I told you, he's not the Doctor anymore," Clara said, putting her hand on Rose's arm.

"Look. If someone doesn't get caught, they're gonna continue to search until everyone here has been captured. I think if he knew me in this reality, he'll want me taken alive. Maybe I can keep him occupied while you figure out a way to defeat him and rescue me."

"Are you sure?" Clara said. "He and I were very close and he still tortured me."

Rose thought for a moment before nodding.

"Yeah, I'll take that risk," she said.

Clara nodded. Rose walked over to the cupboard by the door and grabbed her jacket. She put it on and zipped it up.

"So they can't miss me," Rose said to the others as they walked up behind her.

"Be careful, Rose," Clara said.

Rose nodded. Clara opened the door and let her go out before she shut it and locked it behind her.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Rose walked back towards Trafalgar Square while hoping she made the right decision. This was highly risky and stupid but she felt that this was something the Doctor would do, sacrifice himself and lead the enemy away to protect the others. She also knew if they stayed hidden in the house, eventually someone would come to the house and if they were all caught, there would be a slim chance of anyone else coming to help. And honestly, she was curious about this Doctor and wanted to see for herself if he was truly evil as he made himself out to be.

She kept her hands in her trouser pockets, fingering the pocket knife as she walked back towards the square. She nearly reached it when someone grabbed her from behind and she looked back to see a young black man and an older man with brown salt and pepper hair had grabbed her. The black man held her in a chokehold while the other pointed his assault rifle at her head.

"I surrender," Rose said, holding up her hands.

"You will come with us," the man with the rifle said to her. "If you resist, you die, got it?"

Rose nodded and she sucked in a lungful of air when the black man let go of her neck. She stood calmly while the black man seized her arms, brought them behind her and secured them there with handcuffs around her wrists. Then he gave her a shove and Rose sighed angrily while they led her to a black cab parked nearby.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

The Valeyard was sitting in the office that had once belonged to Queen Elizabeth sifting through some paperwork and reports. The office was pleasing to him, dark and filled with mahogany furniture and large enough that the TARDIS stood in the back of the room, hidden from view with a perception filter that the stupid apes couldn't detect. That way, the majority of the people that entered didn't notice his time machine. That included the young woman that entered. She was Asian with long, black hair drawn up in a tight bun. She was a secretary for him as well as a concubine, part of his intergalactic harem. The woman wasn't spectacular in bed but she was one of the better ones out of the slaves he owned. The woman was dressed in a grey pantsuit and white blouse with black high heels. She had reading glasses propped on her nose and because she was one of his favorites, the Valeyard didn't require her to prostrate as many others did. Instead, he waved her inside.

"Yes?" he said to her.

"My Lord, two policeman have reported that the Rose woman has been apprehended," the woman said with a slight Japanese accent.

"Tell them to bring her here to me," the Valeyard said.

"At once, My Lord," the woman said, bowing her head briefly before leaving the office.

The Valeyard chuckled.

"Rose, my Rose, we meet again," he said to himself after the woman shut the door behind her. "I wonder if you gave yourself up willingly. I can't imagine you being so stupid as to fall right into the hands of my police. But we shall see in time."

He stood up and readied himself for his meeting with his former lover.


	5. Chapter 5

Chapter Five

Rose grunted as soon as the men pulled her out of the back of the cab and made her stand up. The one with the gun pointed it at her even though Rose had no intention of doing anything for the moment. The black man ordered the driver to go before he shut the door. Then the man walked around Rose and smirked at her as he drew his finger down her cheek.

"So pretty, the latest acquisition," he said with a heavy West African accent. "The Lord's harem grows by the day."

Rose's stomach turned at the thought of her Doctor keeping a harem of sex slaves but she kept silent as the man leaned in and ran his tongue up her cheek before straightening up and chuckling at her sour look.

"I wish we could have a few of you," the man said as he ran his finger down the side of her neck. "But that's not one of the benefits of serving our Lord unfortunately."

"Go fuck yourself," Rose said.

She grunted when the man slapped her face hard before seizing it.

"You are property now," the man snarled at her. "And you will show the proper respect to everyone, especially your new Lord."

"Come on, James, we need to get her inside," the other man said with a slight Russian accent.

James smirked and Rose gasped when he jerked hard on her arm, nearly dislocating it.

"Come along, girlie, time to meet the master," James purred in her ear before he jerked her arm again.

Rose gritted her teeth and walked quickly so James wouldn't tear her arm out of its socket. They walked through the front doors of Buckingham Palace and Rose couldn't help but marveled at the grandeur of it. She did noticed that among the antiques and portraits, there were more statues and painting of the Valeyard and now she noticed in the paintings that he wore a stiff collar around his neck that was edged with white and there were white bands around the sleeves of his robes and down the front. Rose was taken to the State Room and when the doors opened, her breath caught in her throat when she saw the Valeyard sitting on his throne, waiting for her arrival. The men brought her to him and when she was five feet from the right side of the chair, they put their hands on her shoulders and forced her to her knees before they knelt down on one knee and bowed their heads reverently. Rose noticed that the Valeyard's eyes were only for her and it disgusted her that he was treating these people as his slaves and not even caring if they lived or died.

"Take off her restraints," the Valeyard said to them. "But secure her to the chair beside me. You will find some rope in the seat."

The men stood up and forced Rose to stand before James unlocked the handcuffs and took them off. Then they forced her to the chair while the other man grabbed the coiled bit of rope. Rose didn't fight them as they sat her down and tied her around the waist, securing her to the chair but leaving her arms free. Then they tied it in back where she couldn't reach it and the Valeyard dismissed them. He waited until they were alone before he spoke.

"Hello, Rose, it's been quite awhile," he said to her.

"Doctor," Rose said.

"No, no longer. The man that was the Doctor is dead. I am the Valeyard now."

"I refuse to believe that."

The Valeyard chuckled.

"Why doesn't that surprise me, A'Le'Mahor?" he said.

He raised an eyebrow when he drew a blank look from Rose.

"Your Doctor never used a Gallfreyan term of endearment?" he said.

"What does it mean?" Rose said, fascinated.

"Close to my hearts."

"No," Rose said, trying not to get choked up by that. "No, he never did. Just called me his Rose from time to time."

"Hmm, apparently that is a parallel difference between him and me then," the Valeyard said. "Well, A'Le'Mahor, we are going to be served lunch here in a few minutes, I hope you haven't had time to eat."

"Just some biscuits and tea," Rose said.

"Ah, well, we'll be served something more substantial than that, I assure you."

"Why are you doing this?" Rose said.

The Valeyard frowned.

"You're not hungry? I thought it was a gesture of politeness…"

"No, why are you conquering worlds and enslaving people?" Rose said.

The Valeyard gave her a chillingly smug grin.

"Because I can, my sweet, little Rose," he said, caressing her cheek with his finger. "Because the universe is filled with pudding brains who need my guidance and I intend to point them in the right direction rather than let their stupidity guide them."

"By enslaving them?" Rose said angrily. "By turning women into sex slaves. This is how you intend to guide them?"

Again, the smug little grin that Rose longed to slap off his face.

"I always loved your compassion and sense of moral outrage. And your fiery nature, of course. That is why I'm pleased you have returned to me at last. I did consider going to the other side to find you, my precious jewel, but I figured that could wait until I brought more of the universe to heel. But here you are, on your hunt for your Doctor, I presume? Or has the clone entered the picture yet?"

"Clone?" Rose said, frowning.

"Ah, how naughty of me. Like my long ago spouse said…spoilers," he said before chuckling. "So you are searching for your Doctor to stop the stars from going out, is that correct?"

"Yes," Rose said.

"And you happened to find this world instead, where I am supreme ruler," the Valeyard said.

"If you like," Rose said hesitantly.

"Then you are in luck, A'Le'Mahor. You see, I do long for a consort to be at my side and that is why I toyed with the idea of finding you. I need a lives mate to rule with me over the universe."

"You're soft in the head if you think I'm gonna do that," Rose said.

"Would you rather I threw you inside my harem and only took you out long enough to rape you before throwing you back?"

Rose was shocked by that. She never in a million years imagined her Doctor saying something so heartless and cruel and the evil grin on his face only added to the chilling realization that perhaps the Doctor was well and truly gone now.

"I can be merciful, Rose," the Valeyard said to her. "I don't want to hurt you but I will not have a rebellion form against me, especially a rebellion formed by you and my former companion. And I know where Clara is, despite her pudding brain delusions of her being so clever that she can outwit me. At least, I know the general vicinity. I don't know the exact house but that can be remedied by having my police bust down the doors of every house in that area and seeing who's there. But perhaps it doesn't have to come to that. You see, I want you to be at my side, A'Le'Mahor. You are one of the few I have traveled with that I consider worthy enough for that role. But of course, that would mean you would give yourself to me completely and be completely loyal. I will not tolerate betrayal and I assure you, I have a fate worse than death for those that do betray. Do you really want to risk that, Rose? Especially since I'm offering you so much more?"

Rose stared at him silently, not sure how to answer that. She didn't want to rule over the universe and commit acts of depravity but at the same time she was debating on going along with this and giving Clara and the others more time to mount an attack. The Valeyard studied her face and he chuckled again.

"You cannot outwit me, my sweet little ape. I know you're debating on whether or not to pretend to accept my offer so your friends can rise up against me. I don't wish to possess your mind and turn you into a puppet but if that's what it takes…"

"I…I don't want to rule anything," Rose said.

"I wasn't asking you to rule. Merely be at my side and keep me company, as you did in olden days. There is no escape, Rose. You may have thought that surrendering would buy you and your friends time but you will never leave me alive so you might as well surrender for real and accept my offer. It is the only time I will show this mercy so I would consider that before you decide you would rather die than serve me. You are very valuable to me and as I just told you, I will not allow you to die. But you will wish you had died once I'm through with you. And if you think that I'm bluffing and the Doctor part of me has just been squashed down into the very core of my being. Well…try something at your own risk is all I can say. Then we'll see how much of the Doctor still exists. So…now that I have informed you of all this, what is your decision?"

"I…I don't have a choice," Rose said.

"Oh but you do have a choice, it's just that you must choose between pain and pleasure. I will make it worth your while to become my consort, trust me. You will want for nothing and we can be together. Perhaps I might even make you into a Time Lady so you can be with me past your normal human existence."

"But…why me? You just said you hate the human race in so many words and they're not good for anything except bowing to you and kissing your arse."

"Because you are not like them. You never were and that's why I allowed you near and allowed you to see a side of me I kept hidden from most of the universe. Yes, I'll admit that the old feelings for you are there. That, at least, didn't die with the Doctor."

"What if you're lying?" Rose said. "And this is all a game for your amusement?"

"Then I suggest you give in and play the game because not playing the game is far worse. However, I understand you are reluctant to trust me but…I give you my word that I am being truthful with you in everything I've just said."

"Then I accept," Rose said with a weary sigh.

The Valeyard chuckled again. He rose and Rose eyed him warily as he walked to the side of the chair. Then he bent down and turned her head towards his and kissed her cheeks gently.

"I can be gentle or I can be harsh, it's your decision which one me you want," he whispered to her. "Resistance is useless now so surrender to me and I will give you paradise."

He smiled as he gazed at her eyes and stroked her hair.

"I will even allow you to call me, Doctor. Although I reserve that privilege for you alone and only in private. To all others, I am the Valeyard. Is that understood, A'Le'Mahor?"

"Yes, Doctor," Rose said.

The Valeyard smiled and kissed her lips. Rose returned it and when he finished kissing her lips, he kissed her forehead and laid his own forehead against it.

"You will not regret becoming my queen," he whispered to her. "Dispel all fear and become what you were meant to be, my beloved. Do you accept your true destiny then and become my willing consort?"

"Yes, Doctor," Rose whispered back.

The Valeyard kissed her forehead tenderly.

"Good. I will hold you to that and remember, my queen, you will be watched and the first sign of betrayal, you will go from queen to slave in a heartbeat and you will go from unimagined pleasure to unimagined pain. Is that understood?"

"Yes, Doctor."

"Good."

The Valeyard kissed her lips once more and smiled as he pulled away from her.

"Very good," he said, sitting back down. "And now that the nasty bit of business is concluded and I have secured your oath of loyalty, let us relax, talk of the past and enjoy our lunch."


	6. Chapter 6

Chapter Six

The Valeyard ate his dinner of poached salmon and steamed broccoli and carrots while he and Rose chatted. He was trying to ease her fears but in reality he couldn't help but be smug. The Gallifreyan name had been a lie, he'd never called his Rose that, it was just something that came to mind and he went with it. Everything he had done and was doing was meant to seduce Rose into staying with him. He did care for her, albeit now in a twisted kind of way but he also wanted the Bad Wolf power on his side, if it was still there. He was aware of her mission but he reasoned that if there was one parallel Doctor, there must be more and he was sure that other parallel Doctors would sort out the whole Davros thing. Besides, that had already happened on his timeline and time could be rewritten.

Besides, he was now the master of the universe and time was his to control. If he wanted to pull Rose Tyler of her timeline and keep her for himself he would. As his younger self like to say, time was not the boss of him.

Rose, meanwhile, was trying to keep calm and keep things light but she wondered about the Valeyard's intentions. She wasn't naïve and she was pretty sure that soon the Valeyard would do something outrageous to gauge her reaction and test her loyalty to him, like torture and kill someone or maybe even have her do it. She was wary of his lovey dovey feelings for her and she wondered if it was all an act. This wasn't her universe and she didn't know how deep the relationship was between this Doctor and the alternate version of Rose but all the same, she intended to keep her guard up around him.

They finished eating and the Valeyard stood up and walked around the chair.

"I think you should rest now, my dear, while I attend to some business," the Valeyard said as he untied her. "For the moment, you can use my private quarters while something suitable is arranged for your own person use. I have an en suite bathroom with a large bathtub/spa that is ready and waiting. I'll have some of my staff attend to you if you wish to have a bath."

"Staff…as in slaves?" Rose said, standing up once the rope slackened.

The Valeyard walked to her side and cupped her cheeks with his hands.

"You don't know the whole story yet so reserve judgment please?" he said to her.

"Reserve judgment about you enslaving people," Rose said.

"There is more to it than just that, A'Le'Mohar," he said. "Just give me the benefit of the doubt and all will be revealed in time."

Rose wasn't so sure about that but she was willing to play along so she nodded and told him she would reserve judgment. The Valeyard smiled, which Rose had to admit looked like a pained grimace to her. He took her hand and led her away from the chair before he put his arms around her and held her close to him, gazing down at her with that same grimace on his face. Rose wondered how often he truly smiled because he didn't seem to be good at it. Rose looked at his outfit, the robes and skullcap and made a face.

"What is it?" he asked her.

"Why this?" Rose said. "Why are you wearing this…thing?"

"I don't know if you realize this, my hearts, but London and indeed, the whole of the UK is actually quite chilly most days. This keeps me warm and allows me freedom of movement plus, it's traditionally worn on Gallifrey so it's a link to my past. I wouldn't look down on it because you might want to wear something like this once you realize how cold it can get outside."

Rose reached up and gently pulled off the skullcap. She stared at the graying hair with interest while the Valeyard watched her.

"You're not ginger," Rose teased. "I can see a bit of brown mixed in with the grey."

"Yes, well, I gave up on that dream long ago," the Valeyard said.

"Keep this off your head," Rose said, pointing to the top of the skullcap.

"Why?"

"Because you look better without it," Rose said, reaching up to run her fingers through his hair. "The grey hair suits you, this black…bowl doesn't."

"Again, it keeps my head warm in the chilly air."

"Yes but it's warm enough in here so could you not wear it in here?"

"What about this then? You want me to be in the altogether?" the Valeyard said with a wicked gleam in his eyes as he tugged at his robe.

Rose had to laugh at that. Maybe the Valeyard was bullshitting her with the charm but deep down, she had to believe that a part of the Doctor still existed somewhere. The Valeyard reminded her in many ways of her first Doctor and he started out being bitter and angry and willing to kill without a second thought, but after being with him he softened and became a better person. She figured it was a long shot but perhaps she could do the same for this Doctor.

"Well, I do have business to attend to, my Rose. So I will escort you back to my bedchambers and have some servants bring you some fresh clothing and toiletries and towels. Is that alright? Because I assure you, the servants are treated well and I will not crack the whip at their backs."

Rose nodded and smiled when the Valeyard gently kissed her forehead before he stepped to her side, took her hand and led her to his bedroom.

XXXXXXXXXXXXXXXXXXXXXXXXXXXX

After making sure she had everything she needed, the Valeyard came back down to the State Room to conduct some business. He had carried his skullcap with him all the way there and as he sat back down at the table, he sat the skullcap in front of him. He was about to put it back on but then thought better of it and moved it to one side for the moment. He waited for his spies to come in the room and he smirked when they did and stopped short upon seeing his natural hair. They quickly recovered and did the usual groveling before the Valeyard told them to sit down.

"So, what news from the outside world?" he said to them.

"We have located the house where the traitor, Clara Oswald, resides, My Lord," the spy nearest his chair said. "What do you wish us to do?"

"Well, now," the Valeyard said as he tapped a finger on the top of his skullcap. "This is quite a decision. After all, my Clara has been playing this little game of cat and mouse for some time now, hasn't she? But perhaps, it's time for a meeting of minds here. Do not arrest her or harm her but deliver a message to her that I wish to meet with her here for a light lunch and some negotiations. I want to hear what my Souffle Girl has in mind."

"What about others that are with her?" one of the spies asked him.

The Valeyard waved his hand dismissively.

"All in due time. Just deliver the message to Clara and let her come to me. Never let it be said that I wasn't merciful and willing to hear someone out. But that is all you will do. Do not arrest or harm her in any way, is that understood?"

"Yes, My Lord!" the spies said in unison.

"Good. Do it as soon as the meeting is concluded. And now that we have that out of the way, what else is of concern to me?"


	7. Chapter 7

Chapter Seven

Rose looked around at the Valeyard's bedroom once she was left alone inside it. As she expected, the color scheme was predominately black with black wallpaper, curtains and black bedding on the large four poster canopy bed at the back of the room. Everyone was crafted of the finest mahogany and Rose noticed a tiny painting hanging above a chest of drawers off to her side. When she walked over, she was stunned to see the Mona Lisa hanging there. She shook her head, knowing without any evidence that it was the real thing and not a copy.

While she was gazing at it, she heard a knock at the door and turned towards it.

"Yeah?" she said loudly. "Come in!"

The door opened and four women entered carrying towels, a set of clothes and a black wicker basket filled with toiletries. All of the women looked to be in their late teens/early twenties and not one of them made eye contact with her as three of them walked into the en suite bathroom and one walked over to the bed and laid the set of clothes at the end of it. Rose walked over to her and smiled. She was very young with blonde hair in a pixie cut and a smooth, unblemished heart shaped face with eyes the color of bright sapphires. She and the other women wore simple black dresses with long sleeves but unlike Clara, Rose saw no evidence of scarring or abuse, unless that's why they wore the long sleeves.

The women turned to go and Rose gently grabbed her arm to stop her. She gasped when the women instantly fell to her knees and bowed her head down while the arm Rose was holding hung in the air like a lifeline between them.

"I have done something wrong, Misstress?" the woman said, her voice trembling as she stared at the floor.

"No!" Rose said, letting go of her arm. "I'm sorry; I just wanted to stop you for a moment."

Rose knelt down beside her.

"My name's Rose, what's your name?" she asked the woman gently.

The woman didn't speak for a moment and just when Rose thought she wasn't going to say anything, the woman swallowed hard.

"Jasmine, Mistress," she said with a trembling voice.

"Are you from London? You don't sound English," Rose said gently.

"I am from Warisane, Mistress."

"Okay, not sure where that is," Rose muttered. "Is that on Earth?"

"It is in the Andromeda Galaxy, Mistress."

"Rose, my name is Rose, yeah? I'm not your mistress so please stop calling me that. So how long have you been working here, Jasmine?"

"Three years, Mist…Rose," Jasmine said, her eyes still on the floor.

"We're you kidnapped from Warisane?"

"No, I was given in tribute to the Valeyard, to serve him as he sees fit."

Rose's blood boiled at that.

"Right, can't wait to hear how being a tribute is a justifiable thing," she muttered to herself. "Um…" she said to Jasmine, "has the Valeyard ever beaten you or harmed you in any way? Has he…raped you?"

"I have laid with him before…Rose. But he does not punish me because I am here to serve him."

"And you're how old?" Rose said, feeling like she wanted to punch the Valeyard right now.

"I am twenty, Rose."

"So…started when you were seventeen then," Rose muttered. "I suppose it's better than six or seven but still…you are treated well. You have a nice room and warm bed and things like that?"

"Yes. The Valeyard rewards good service."

"Yeah, I just bet he does," Rose muttered.

She shut up when she remembered that she was most likely being watched at the moment and she shouldn't say something that could end up pissing off the Valeyard and making him do something to her that she would regret. She didn't doubt that he could have the ability to make her life a living hell and she wasn't eager to see what he could do. She noticed the other women were leaving the bathroom and she could hear the water running.

"Okay, that'll be all then, Jasmine. Thank you," she said to her.

"It is my pleasure, Mist…Rose," Jasmine said.

Rose's jaw clenched when she prostrated herself fully before she rose and joined the other women. Rose made sure to thank all of them as they left and when they shut the door behind them, Rose was left with a burning anger inside her mind. She decided to try to cool it off with a bath and she took the clothing with her. She stepped inside and stepped back in shock. The floor of the bathroom was white linoleum that looked brand new but the walls shimmered and she swore it was diamond. Not just diamonds in the walls but the whole walls were slabs of diamonds that glittered from the light mounted in the ceiling. The bathroom was huge with a hot tub in the floor and a walk in shower off to the right and a small toilet beside that. Off to the left were a long counter with two sinks and a long mirror with round lights above that. On the counter beside the first sink was the basket of toiletries and several fresh white, fluffy towels with gold trim. Rose shut the door behind her and disrobed. The hot tub was filling up and she could see wisps of steam rising from it that now was fogging up the mirror since the door was closed. Rose finished undressing, grabbed a couple of towels and the basket and walked over. She put the towels and basket down by the entrance to the hot tub, a set of three steps going downwards with a small metal railing to steady her. She tested the temperature with her big toe. It was extremely warm but it felt so good to her as she stepped down the steps to the bottom. She felt around under the water and felt a bench that was winding around the circular tub. She sat down on the seat and sighed as the hot water soothed her instantly. She closed her eyes and smiled when the jets started working and filled the tub with foam and bubbles. For the moment, she just let herself be and let all her worries and cares drift away as she lazily skimmed the surface of the water with her hands, letting the foam collect on them before she put them under the water to wash them off.

She was so relaxed and nearly half asleep that when she felt someone put their hand on her cheek, she nearly slipped under the water in shock. Her eyes snapped open and she spun her head around to see the Valeyard was sitting on the steps beside her, foam obscuring the lower half of his naked body.

"Forgive me," he said. "I came to check on you and found you completely relaxed and it looked tempting so I decided to join you. I hope you don't mind."

"No, Doctor," Rose said, shaking her head.

"May I sit beside you?"

Rose nodded. She scooted over and watched as the Valeyard stood up and walked to her. She gazed at his naked, wet body and realized he was in better shape than she'd thought he'd be. He had very good muscle definition that definitely didn't match the physical age of this latest body. The Valeyard sat down beside her slowly, letting out a long, satisfied sigh as the hot water soothed him as well.

"It's been a long, long day, Rose," he said with eyes closed. "It is hard work managing my kingdom. I'm not just sitting back on my laurels and letting others do the work for me. There are governors and managers, obviously, especially on the outlying worlds but I like to oversee it all and get my hands dirty when need be."

"That servant, Jasmine," Rose said. "She said she was given to you in tribute."

"Jasmine…" the Valeyard said, his brow furrowing in thought for a moment. "Oh! Yes, I remember now. Yes, she was given to me in tribute."

"You have so many given to you in tribute that it takes you a moment to remember her name?" Rose said sarcastically.

The Valeyard sighed.

"Rose, I'd rather not discuss this when I'm trying to relax but I will say this because I do want you to understand. On Earth, it was not uncommon for people to marry their daughters off to royalty to show their loyalty or combine households, was it not?"

"Yes."

"I started out trying to take other worlds by force before I realized that perhaps I could set up alliances with leaders of the other planets and one of the ways I secured their loyalty was by accepting tribute in the form of daughters and sons who now work for me. I treat them well and they are fed and housed."

"And bedded when you want them," Rose said, glaring at him.

"And other rulers didn't do that?"

"You're not supposed to be like other rulers, you're the Doctor. You're supposed to be better than that!" Rose said angrily.

"I AM NOT THE DOCTOR!" the Valeyard roared. "I know I said you could call me that but that's because I figured you'd never call me Valeyard and I didn't want to argue with you on that point. Not to mention, Rose, I'm not your Doctor. I'm a Doctor, one of many…or at least one of two and how do you know how I'm supposed to act. Maybe the way your Doctor acted was the wrong way. Who are you to judge me? Are you holier than thou with a pure as snow background?"

"No. But…"

"Rose, this is not your world. Now I don't know what your Doctor told you but when you first went to Pete's World, did you try to make that Pete your dad?"

Rose hesitated a moment before nodding.

"And was he your dad?"

"Not at first but he became my dad eventually."

"But he wasn't before you came because each world is different. Each person is most likely different from the one you knew in another universe. Now…how do you know which universe got it right if there are so many?"

"So slavery is perfectly okay here?"

The Valeyard sighed.

"Rose, I'm sorry. I'm sorry I'm not Saint Doctor the Divine in this reality. I'm sorry if I don't follow your moral code or believe as you do. You're welcome to your own opinions about all of this but the point is, this is the way this reality is. This here, right now, is the norm. This isn't your universe where the Doctor is pious and does everything right all the time."

"I never said he did do right all the time," Rose said angrily. "But he never conquered the universe."

"No, but I'm willing to bet, my beloved, that he tried to impose his version of right and wrong onto every civilization he helped. Am I right?"

Rose thought that over for a moment.

"In some ways, yes," she conceded.

"Well, how is that different from me actively ruling a planet? Especially if he deposed someone in power after determining they were evil according to his view of the universe. He may have left the planet after that but I'm sure he left with the assurance that some form of government would be established that fit in with his guidelines. Isn't that the same as me putting someone in power that does my wishes and governs in accordance with what I want?"

Rose had to admit that he was right. She had seen her Doctor bring down several governments before, starting with Harriet Jones, because he believed they were evil and had to be stopped. Suddenly, she realized that she had that same view of life after all the years of traveling in the TARDIS. The Valeyard was watching her closely and sensing her thoughts, nodded.

"You became like him because he taught you how to think," the Valeyard said, stroking her cheek. "And perhaps that worked well there but every world you come into is different with different rules and ways of thinking. And if you come here and try to impose your thinking and your morality on all of us then how are you any different from me and my methods?"

That gave Rose pause. Perhaps he was manipulating her but she had to admit, it made sense.

"As I told you, Rose. You are entering this world and using your perspective to judge it without knowing all the facts. That's why I asked you to suspend judgment until you've been here awhile and you see for yourself how this universe functions. So can you do that for me?"

Rose nodded.

"Okay…so, can I relax now? I've had a very hard day so far."

Rose nodded. The Valeyard sighed, put her arm around her shoulder and Rose leaned into him, glanced at him before she and the Valeyard shut their eyes and relaxed.


	8. Chapter 8

Chapter Eight

"Clara!"

Clara was in her bedroom getting ready to take a nap. Since Rose had left on her mission, she'd been worried sick about her and spending a few hours in thought before finally deciding that she needed to rest and perhaps a solution would present itself afterwards. She was about to lie down when she heard Martha calling from downstairs.

"Yeah?" Clara called as she stepped outside her room.

"Someone to see ya. He's one of the secret police. Says he has a message for ya from the Valeyard."

Clara sighed and walked towards the stairs. Coming downstairs, she could see a young man dressed in black shirt, trousers, shoes and cradling a black helmet in the crook of his arm. In the other hand was a small envelope with a red seal on the back.

"You let him in?" Clara said to Martha and Erica as she reached the bottom step.

"We know where you live," the man said as he held out the envelope to her. "You're being monitored."

"Yes, don't remind me," Clara muttered as she put her hands up in surrender.

She waited for someone to put her in handcuffs and frowned when the man stood there, holding the envelope out to her.

"We're not here to arrest you, the Valeyard requested we give you this," the man said.

Clara hesitantly put her arms down and took the envelope from him. She watched in astonishment as the man turned and walked out of the house without another word, shutting the door behind him.

"No arrest?" Clara said as she turned the envelope over and over in her hands.

"Maybe it's poisoned," Erica said as she and Martha came up beside her. "Anthrax or something."

"No, that's not his style," Clara said, shaking her head. "At least not with me."

She broke the seal on the envelope and opened it. She pulled out a folded piece of paper and opened it.

CLARA,

I CALL A TEMPORARY TRUCE BETWEEN US BECAUSE I WISH TO HAVE A MEETING AND DISCUSS THE SITUATION. PLEASE COME TO BUCKINGHAM PALACE. I PROMISE YOU THAT NO ONE WILL HARM YOU OR TRY TO ARREST YOU. THIS IS A FRIENDLY INVITATION FOR A FRIENDLY MEETING.

VALEYARD.

Clara read it aloud to her friends before folding the paper and putting it back inside the envelope.

"Are you going then?" Martha asked.

Clara nodded.

"Yeah, I'll see what he has to say," she said.

"What if it's a trick and he wants to arrest you?" Erica said.

Clara chuckled.

"He had his chance to do that just now and they didn't do it so I'm assuming he's telling the truth. Anyway, Rose just risked her life so I might as well do the same."

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

A few hours later, Clara arrived at the gates of Buckingham Palace. Several guards recognized her and took her inside, escorting her to the State Room and seating her down beside the throne. Clara took one look at the lavish throne and shook her head sadly.

"God, Doctor, how far you've fallen," she muttered as she looked around the room.

Five minutes later, the doors opened and the Valeyard entered. Clara was shocked to see him out of his robes and dressed in his old outfit. He smiled warmly at her and closed the doors behind him.

"Thought I would be in casual dress for the evening," he said to Clara as he walked towards her. "I asked my staff to prepare a light supper for us. Is that alright?"

Clara nodded. She figured that the supper wouldn't be poisoned either since he'd had every opportunity to arrest or kill her since the note was delivered and so far nothing had happened. The Valeyard thought for a moment before speaking.

"I wanted to see you today because I think things have gone horribly wrong between us."

"You think?" Clara said after a harsh laugh. "I think they've gone very, very wrong between us, Doctor."

The Doctor bit back the urge to correct her and tell her to say Valeyard but thought better of it.

"So why am I here?" Clara said, cutting to the chase.

The Valeyard sighed.

"I want to tell you that I have no hard feelings," he said to her.

"You mean you're not sore that I turned against you?" Clara said, finding that hard to believe.

The Valeyard smiled.

"Clara, do you think I care for you so little that betraying me would make a difference?"

"And it doesn't?" Clara said, again finding that hard to believe. "Because you seemed pretty pissed off when you tortured me," she added, pointing to the scars on her face.

"I'm sorry for that. That was not meant to happen. I gave the order to spare you and a few of my…staff who didn't obey me decided that they would act in my name. they have since been dealt with."

"You mean executed."

The Valeyard didn't answer that and Clara sighed.

"I'm sorry but this is unacceptable…"

She fell silent when the door opened and a woman came inside pushing a trolley with tea and a sandwich on it. The Valeyard beckoned to her and Clara waited while the woman served the tea and put the sandwich in front of her before the Valeyard thanked her and told her to go. Clara waited till the woman was gone before continuing her thought.

"As I was saying, this is unacceptable. Taking over planets and enslaving people."

"I haven't enslaved anyone."

"Really? Who was that person then?"

"A servant. I believe the former occupants of this building had them as well?"

"But… your previous self wouldn't have done this," Clara said.

"Clara," he said, shaking his head. "You know enough about the Time Lords and their regenerations to know that each time I change, I usually get a new personality and outlook on life."

"So you changed into a bastard after being a nice, silly, sweet man, is that what you're trying to tell me?"

"No, I matured. I'm not some bumbling buffoon who wore fezzes and danced like someone with a severe case of epilepsy. And kissed the air," the Valeyard added. "This is me, now."

"No, this is you after going insane. You were a bit of a grouch but you weren't all take over the universe and rule everything."

"Well, apparently, that part of me laid dormant for a bit," the Valeyard said. "It does take awhile for the new personality to sort itself out."

"And then you realized that you were a despot?"

"No, I realized that I could do things much better than most people. I believe I told you before that I made a lot of mistakes in my life and it's time I did something about that."

"And that meant taking over the universe?" Clara said in disbelief.

The Valeyard took a sip of tea.

"Mm, this is very good, you oughta drink yours before it goes cold," he said, pointing to her cup.

"Stick to the point, Doctor."

"The point is, I realized that I could do things much better than most of the people in this reality including the majority of pudding brains walking around out there," he said, pointing to a nearby window. "Honestly, you think the humans have done a spectacular job? Because the last time I looked they were destroying the environment and killing each other…oh and let's not even talk about Taylor Swift!"

The Doctor smiled when Clara gave him a withering look.

"What? Don't like a bit of levity with your tea?" he said to her.

"So what happens now? Am I a prisoner? Where's Rose? Is she one?"

"No, you're not a prisoner," the Valeyard said, ticking off the individual questions on his fingers. "Rose is fine. She is my guest and what happens now is entirely up to you. Did I answer everything then?" he said, holding up four fingers.

"And what are the choices that I have?" Clara said.

"Well, you can either be a guest and accompany me or you can resist, try to kill me and end up flayed alive with your skin hanging on my wall."

"Thought you were being merciful," Clara said dryly.

"I am. This isn't merciful enough?" the Valeyard said, pointing to her cup of tea. "You do notice that you're not restrained and no guards are present. Which should tell you how much I trust that you're not going to run a knife through my hearts. I don't want to hurt you but I won't tolerate someone trying to overthrow me. If you try to kill me, I will defend myself."

"So it's come with you or die, that's the choice then?"

"No, the choice is accompany me as a guest to an inspection I need to do on another planet or leave in peace and go back to your friends. The flaying alive part comes if you try to hurt me or stand in my way."

Clara thought about that.

"And what about Rose?" she asked.

"I want Rose to accompany me as well. Actually, I'm going to make her my mate, if she'll have me."

"I thought she had to go find her Doctor and save all of reality."

"Time can be rewritten," the Valeyard said with a shrug. "If there's another me out there, there's more Roses and I'm sure one of them will find one of us and stop the Davroses from killing everything. Besides, what if this Rose isn't the Rose that's meant to find the Doctor that saves everyone? What if this Rose is meant to find me instead?"

"Okay, stop now because you're making my head spin," Clara said, shaking her head.

"Why not give me a chance, Clara? Just accompany this once, just like old times. If you don't want to be with me, I'll let you go and leave you alone…as long as you don't try to overthrow me. If you try to do that, all bets are off and you're fair game."

"Wow, how could I refuse?" Clara said dryly. "But…I'm willing to go with you but you have to promise that you're not gonna try to hurt me either."

"As long as you give me respect, I will return the respect," the Valeyard said.

Clara nodded. Not entirely trusting her old friend but she thought that perhaps she could find a way to restore him to his old self on this trip and at the very least gain some new information she could pass on to her friends in the rebellion.

"So, what's been going on lately?" the Valeyard said. "Weather chilly, isn't it?"

Clara nodded. They made small talk for awhile while Clara drank her tea and ate her sandwich.


	9. Chapter 9

Chapter Nine

After lunch, the Valeyard decided to escort Clara upstairs and prove to her that Rose was safe and being treated well. With his old outfit on, he looked just like he usually did which made it more jarring that everyone working around him dropped to their knees and groveled the moment they caught sight of him. Clara burned inside at the sight of that and the fact that the Valeyard wasn't stopping anyone from doing it. She was behind him and couldn't see his face but she was sure he was taking a perverse satisfaction in the fawning of the pudding brains around him. She quickly adopted a passive demeanor when the Valeyard looked over his shoulder at her. They stopped beside a lift and the Valeyard turned towards her. Clara flinched a bit when he put his fingertips underneath his chin and smiled at her before he pushed the up button beside the double metal doors. The doors slid open and the Valeyard gestured for her to go inside.

Once they were inside, the Valeyard stepped in behind her and shut the doors. In this small space, Clara felt extremely uneasy, especially when the Valeyard stroked her left cheek for a moment before keeping it pressed there.

Clara suddenly had an odd feeling like she was having a severe headache. She also felt extremely groggy and her hearts raced as she suddenly felt the urge to go to sleep.

"No, what are you…doing to me," Clara murmured as her body began to sway.

The Valeyard caught her and held her in his arms as Clara's world began to fade away.

"Forgive me, my impossible girl, but I decided to be the first one to betray our bond," he said, stroking her hair as she fell asleep.

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When Clara awoke, she found herself lying on a bed with red satin sheets and pillows. She was dressed in black silk pajamas that were actually quite comfortable. She was lying in a canopy bed that had a black silk top and silk curtains on all sides that were drawn closed. Clara cursed to herself as she sat up in bed.

"Damn you, Doctor," she said as she looked around.

"Clara?"

Clara froze when she heard a familiar voice from beyond the curtains.

"Clara, are you there?"

Her heart nearly stopped when she heard the voice of the eleventh Doctor calling to her.

"Doctor?" she yelled.

"Yeah, it's me."

"He…he has you as well?" Clara said.

"If you mean the old fart who calls himself the Valeyard…then yes, he has me as well."

Clara scrambled to the front of the bed and flung open the curtains. She gasped when she saw the Doctor. He was sitting on the floor in front of her, completely naked and bloodied and bruised and chained to the wall by his wrists.

"Hello, Clara," he said to her as he covered his genitals with his hands. "I'm sorry about my appearance. Unfortunately, I'm not going to chuch this time."

"Shut up," Clara said, fighting to keep her tears from falling as she climbed out of the bed.

The Doctor smiled tenderly when she hurried to his side and knelt down.

"Bit of a fight if you hadn't guessed," he said to her as Clara cupped his face with her hands and looked at his injuries. "Grandpa packs one hell of a wallop but I didn't go down easy."

"Are you alright? What did he do to you?" Clara said, choking up.

"Just roughed me up a bit, that's all. I'll be fine. I do need clothes though," he said, looking down at his body. "Clothes would be nice at this point."

Clara let out a laugh at that and sniffed, tears falling as she smiled and nodded.

"Aw, Clara, don't cry," the Doctor said, brushing away a tear with his finger. "I'm fine, honestly. Trust me, I've been through hell compared to what Methuselah and his brute squad did."

"I'm just glad to see you again, that's all," Clara said. "He's…turned evil, Doctor. You have to find a way to stop him and change it so he doesn't."

"Well, I would but I'm chained to the wall and as I pointed out, I'm starkers. I need some kit and I need to be free and then perhaps we can find a way to beat him, eh?"

Clara flung her arms around him, happy to see him again. The Doctor smiled and returned the hug, rubbing her back as he kissed her cheek.

"My Clara, don't be sad," he whispered in her ear. "You and I can sort this out. We're an unbeatable team."

"Yes, we are," Clara said as she pulled back from him.

"Now about some clothes and a key?"

"You stay here, I'll find something," Clara said.

"Seriously? You had to use the words stay here?" the Doctor said, bemused.

Clara laughed and kissed his cheek. The Doctor watched lovingly as Clara ran over to a chest of drawers at the back of the room and began to hunt for clothes and a key.

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The Valeyard stood beside a small bed, staring down at Clara while she slept. The sedative patch he had put on her cheek when he pressed his hand against it was still there, keeping her sedated and under his control. Two probes were attached to her head and those were attached to a nearby computer that was running a special scenario in her mind. One in which she was finding her past self chained to the wall by her bed. The drugs were meant to keep her drugged and asleep while the mind control program did its job, turning Clara into his brainwashed companion by using his past self to manipulate her into believing that following him was the right thing to do. The Valeyard put his hand on the top of her hair and used his free hand to press on the sedative patch, making sure it wouldn't fall off.

"Clara, I'm sorry but this has to be done," the Valeyard said. "You won't come willingly to me so I must convince you that serving me is the right thing to do. You'll thank me for it when it's over and perhaps, if you're good, I'll even let you be a princess in my realm. Good night, my Clara. Pleasant dreams and I will see you when the brainwashing program has finished."

He gently kissed her forehead and pulled up the blankets, making sure she was tucked in and comfortable. He checked the catheter to make sure the urine was making a steady progress into the bag. He thought about adding a colostomy bag and putting in a feeding tube but he had to double check with his scientists to see how long the program would run. In the meantime, the Valeyard had other business to attend to and with a look back over his shoulder at his sleeping companion, he walked to the door, opened it and left the room.


	10. Chapter 10

Chapter Ten

The Valeyard walked down the corridor towards his bedchamber, carrying a small stack of papers with him. His staff was getting everything in order for his departure as well as keeping an eye on Clara while her brainwashing was finishing. He was going to take Rose with him, both to educate her on how to be his consort and also to test her to see if she would remain loyal to him. Some of his staff asked if he was going to put Rose under and brainwash her and he told them it was a wait and see situation. He didn't want to do that and he felt that unlike Clara, Rose hadn't been around long enough to have her mind made up about things. He felt that perhaps he could persuade her to come around to his way of thinking and mold her into the queen he desired to her to be.

When he entered his room, he noticed the Rose was fast asleep in his bed. When he left her, he gave her two sets of clothes, day and night wear in case she did feel sleepy and wanted to take a nap. The day clothes were on a nightstand near the bed, still neatly folded, while she was wearing the same sort of silk pajamas that Clara was wearing. The Valeyard neared the bed silently; gazing down at her while she slept peacefully. Gently he walked around to the other side of the bed and sat down, shifting his body so he could look at her. It still amazed him how much the sight of her could move him so, filling his hearts with love when nothing else could. That was why he was giving her the chance to join him of her own free will. The last thing he wanted was to see her obediently following him around everywhere with a blank look on her face.

He finally lay down beside her and began kissing her cheeks and forehead gently. He watched as she slowly woke up, her eyelids fluttering before she focused on his smiling face above hers.

"Hello, hope you had a good nap," he said to her.

"I'm sorry if I wasn't supposed to go to sleep."

The Valeyard chuckled.

"If I didn't want you to sleep, I wouldn't have put the jimjams in with the clothes," he said to her. "But I do need you to get dressed. We have to go take the inspection tour and I want you to accompany me."

"Um…okay," Rose said as she sat up.

The Valeyard sat up with her and handed her the paperwork.

"Homework already?" Rose joked when she took them from her.

The Valeyard smiled at that.

"General information on the culture and what to expect. This isn't a walk in the park. They're reptilians which means they're very savage and bloodthirsty. I oversee this planet but only just. The leader, Kraag, is also just under my control. And they are into bloodsports and Kraag has invited me to a gladiatorial type of contest as part of my inspection."

"And you can't stop…"

Rose shut up but the Valeyard guessed the rest of it.

"No, A'Le'Mohar, I can't stop it even if I wanted to. Did you and the other Doctor visit Rome before, back when I became a statue?"

"Yeah."

"Well, this particular planet we're going to has a culture similar to that. And I did try to impose my will on them but they rebelled and I learned a valuable lesson after that and took a leaf from the Roman book of rules. That is to say, I allow the planets to keep their own culture and traditions and use a native as the governor, just as Romans did when they ruled long ago. I realize that the combat might turn your stomach and I apologize but reptilians are more heartless than I am and it's wise to just go along with what they want and act like you enjoy it."

Rose nodded and glanced down at the paperwork.

"Mabok," she said.

"Yes. About 10,000 light years from here. It's the furthest reaches of my kingdom at the moment. Kraag likes to be fawned over and have his little ego stroked from time to time so I do it because it keeps him quiet and what can I say, I like a homo reptilia that reminds me of me. I do have some more formal clothes for you though. I'm having a servant bring them in and I have to change out of this obviously.

"Really? Because the suit looks good on you," Rose said, running her finger down the sleeve of his blue jacket.

"Well, I thought you might like to see me out of robes but I'm afraid Kraag is also big on formalities and appearances which is why you will be wearing formal attire as well."

"You mean a robe?" Rose said, making a face.

"No. A nice black dress with matching jacket and shoes. And if you don't mind, I'd like my servant to put your hair up in a bun to give you a more formal appearance and I have some jewelry for you to wear but I'll give those to you personally since they're very old and valuable. But…you get dressed and look over the paperwork and my servant will bring you to my office when you're ready."

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Jasmine came back inside the room and helped Rose get dressed. The dress was made of silk that shimmered in the light. It came up to her breasts with spaghetti straps and the jacket was also of stiffer silk and shimmered just as much. The shoes were low pumps that looked brand new and shined in the light. Rose sat on the end of the bed and let Jasmine do her hair up into a tight bun. She also brought her some makeup and a handheld mirror in a little basket and Rose quickly did her makeup while Jasmine finished the hair. After she finished, Rose thanked Jasmine as she handed back the basket to her.

"I wish I had some money so I could pay you for this," Rose said to her. "But I really, really do appreciate all you do for me."

"I am glad to serve you…Rose," Jasmine said, still getting used to calling her by her first name. "Is there anything else you need?"

"I don't think so, Jasmine, I think I have everything now."

"Then I will escort you to the master's office if you are ready."

Rose bristled at that but she held her tongue and nodded before she put on the jacket. Jasmine helped her adjust it and when she was ready, she stood up and followed her out the door.


	11. Chapter 11

Chapter Eleven

When they entered the Valeyard's office, he was sitting behind his desk. A blue forcefield surrounded him and to Rose's astonishment, he appeared to be speaking but she couldn't hear anything.

"What's going on?" Rose said to Jasmine as she pointed to the Valeyard.

"The master is having a private conversation. He has a noise cancelling forcefield around him."

Rose nodded. They stood side by side as the Valeyard glanced at them and held up a finger before he started speaking again. Two minutes later, he finished speaking and pressed a button underneath his desk. The forcefield vanished and he cleared his throat.

"Forgive me. I was speaking with Kraag and informing him about you. I didn't want anyone hearing what I had to say so I had a privacy barrier up. You look lovely."

"Thanks," Rose said. "Listen, may I ask something? A request?"

"You may ask but as for fulfilling the request, that depends. But what is it?"

"I like Jasmine and I was wondering if she could be my personal servant?"

Both the Valeyard and Jasmine were surprised by the request.

"Oh! Um…well, yes, that is doable," the Valeyard said. "You don't mind owning a servant then?"

"I don't own her but I'd like to have her with me. I'd like to pay her as well if you don't mind."

"No, Rose, I'm happy to serve you," Jasmine said quickly.

The Valeyard was intrigued by this. He guessed the reasoning behind it was Rose liked the girl and wanted to protect her and that included from him. He didn't mind if Rose had a servant, in fact it made things easier for him but he felt the need to add a little warning to all of this in case Rose had any ideas.

"I will grant this request and to make you happy, I will give her a small stipend. Although, as I told you, I basically provide all her needs so what she'll spend it on is beyond me. But…I warn you, this better not be an attempt to ally yourself with people because not only will it not work but you'll end up seeing Jasmine suffer for it. Are we clear on this before I agree to it."

"Crystal. And I have no intention of using her against you," Rose said.

"Very well. Jasmine, I need you to dress in an outfit similar to Rose. You will accompany her on this trip."

"As you wish, master," Jasmine said.

"No. You belong only to Rose. I am not your master anymore so call me, Valeyard."

"Yes, Valeyard," Jasmine said, bowing.

"Very good. Hurry and get ready and meet us here."

Jasmine bowed again and quickly left the room.

"Thank you," Rose said when she shut the door behind her.

"I told you, I can be fair and I'm willing to accommodate you as long as you don't try to start a rebellion and overthrow me. Hence, the paying of the stipend to her. Now…please sit, I need to go over a few things with you while she changes her clothes."

Rose sat in the leather seat in front of the desk and for the next half hour, the Valeyard went over key points in the paperwork and also shared the itinerary with her and coached her on how to behave. Rose thought it strange that they were prepping for this trip, especially since her Doctor usually just landed and played it by ear. But then her Doctor wasn't trying to hold an empire together. She wondered privately just how tenuous his hold really was, especially on some of the more distant planets of the empire.

As the Valeyard was giving her a little quiz on what she learned, Jasmine entered the room. She was dressed identical to Rose except her clothes were made of satin instead of silk. Rose thought she looked beautiful though and she was glad that the Valeyard let Jasmine be her servant so she could watch over her.

After they finished, the Valeyard gathered up some paperwork in a folder and ushered the women outside for a moment. He told them to wait in the hall and ten minutes later the door opened and Rose made a face when she saw he was dressed in his robes and skullcap again. He told them to come back inside and he shut the door and locked it. He gathered up the folder and a small wrapped gift and clicked his fingers. The TARDIS door opened and Rose frowned when Jasmine suddenly gasped and stepped back in awe.

"You didn't know that was there?" Rose said to her.

"Perception filter, Rose. I told you that I disguised the TARDIS and not many people know it exists. When I drew attention to it, she suddenly realized it was there. Hence her shock."

Rose nodded and took Jasmine's hand. She explained what was going on as they walked inside but the moment she entered, it was her turn to be shocked when she noticed the interior had changed from being mainly coral to steel. She and Jasmine both looked around at the interior before the Valeyard became annoyed and told Rose to shut the door so they could leave. Rose apologized, shut the door and she continued to explain the TARDIS to Jasmine and ease her fears while the Valeyard powered his ship up and prepared to leave. Rose stood by the console with Jasmine, smiling as the familiar hum of the ship entered her ears and her mind. Despite the personality and name change of her Doctor, being in the TARDIS felt right to her like she had truly come home.

And even though the Doctor had changed appearance, it also felt right to see him flying the TARDIS as they headed towards Mabok. Rose glanced at Jasmine and noticed she looked a bit frightened but she wasn't freaking out and seemed to be calming down and accepting what was going on.

After ten minutes, the TARDIS landed and powered down. The Valeyard checked his monitor and nodded.

"Should be on the landing pad near the spaceport," he said to them. "That's where we're supposed to meet them. Come."

He opened the doors and they stepped out into a large domed room that was about two hundred feet wide and one hundred feet long. The floor looked like polished steel but the walls and domed ceiling looked like they were made of packed Earth. At the far end was a large rounded opening and on the other end was a small rounded doorway. Scattered around the room were an assortment of large and small spaceships. As Rose stood with Jasmine, she watched as a humanoid lizard came through the small doorway into the spaceport. Its skin was read with yellow stripes running down the back of its head. It was wearing a black flightsuit and black boots. A hole was cut in the back of the flightsuit for the tail and it had the same stripe pattern down the length of it to the tail. It was wearing no gloves and she could see talons on his fingers as it held a small black clipboard in its hands. Its attention was on the clipboard so the Valeyard had to call to it to turn its attention to him. The reptilian froze, it's yellow eyes focused on them while it flicked the air with its tongue.

"Pardon me," the Valeyard said to the lizard. "Is Kraag nearby?"

The lizard continued to flick its tongue as it walked over to them. It gave everyone the once over before focusing his attention on the Valeyard.

"And who might you be?" the lizard said in a deep voice.

Rose gasped when the Valeyard suddenly jerked his hand out and seized the lizard's flight suit.

"I'm the fucking owner of this backwater planet and I fucking own you and you will show me the proper respect," he snarled at him. "Now go and find Kraag now before I skin you and turn you into boots!"

He let go and the lizard ran off while the Valeyard sighed wearily and muttered under his breath about how late Kraag was for their meeting. Rose was shocked at hearing the Valeyard swear like that but she kept silent since his rage was quite evident on his face. The Valeyard looked at Rose and sighed again.

"Punctuality should be a priority here, unfortunately the Mabokians aren't known for it," he said to her. "For all I know, Kraag is probably sunning his fat arse on some rock somewhere and forgot about our meeting. I know he probably thinks I don't have anything better to do but I actually do have other things that need my attention in addition to this."

The lizard entered the room followed by an extremely portly lizard who was dressed in a large brown robe. This lizard was green with brown stripes and he was so huge, he waddled as he and Flightsuit Lizard headed towards them.

"Like I said, fat arse," the Valeyard whispered in Rose's ear before straightening up.

"Dear God, Jabba the Hutt does exist," Rose said softly.

The Valeyard heard Rose and bit his lip and put his hand over his mouth to keep from laughing as Kraag thanked Flightsuit Lizard and told him to carry on with what he was doing. Flightsuit Lizard glared at them before he turned and headed towards a ship near the front of the hangar. By now, the Valeyard had managed to still his urge to laugh and he had dropped his hand away from his face. Kraag waddled up to him and tried to bow, although with his girth he barely accomplished it.

"My Lord Valeyard," he said in a voice that sounded like gravel. "Thank you so much for visiting my humble planet."

"It's MY planet," the Valeyard said, glowering at him.

"Of course, Your Excellency, my mistake," Kraag said, trying to bow again.

Rose took an instant dislike to him. Despite her disgust at the way the Valeyard treated people, he was still the Doctor to her and she still had her loyalty to him and she sensed that what the Valeyard had said was true, that these people acquiesced to him but just barely. There was a sneer inside the smile that he was giving them and she could sense the Valeyard bristling at that. Then he turned his attentions towards her and Jasmine and Rose could just see the lust pouring out of his eyes and she felt like she was being mentally undressed.

"And these ravishing beauties are…" he said to the Valeyard as he kept his eyes on Rose.

"This is my consort, Arkytior, and her servant, Jasmine."

Rose frowned, never hearing the word Arkytior before in her life. She wanted to ask what it meant but Kraag chuckled and waddled closer to them.

"So, My Lord, you have made this beautiful one your mate?" he said to the Valeyard.

"Not yet but I wish to in future and I'm letting her accompany me in order to see what her duties would be," the Valeyard said.

"How wonderful, she is a radiant jewel in your kingdom."

Rose fought back revulsion when Kraag took her hand and put a slimy, wet kiss on the back of it. She noticed the Valeyard was trying not to laugh when she practically jerked her hand away. Kraag seemed not to noticed, although Rose swore the lust had intensified as he gazed at her and she was glad the Valeyard was nearby to protect her from the fat lump of scales and sweat. Not to mention he had a foul stench and she wondered when he last bathed…or if he ever did."

"Welcome to Mabok," Kraag said. "Please come with me and I will show you to your quarters."

The Valeyard waited till Kraag turned before he put his arm around her.

"Very good, my Rose, you did an excellent job," he whispered to her as they and Jasmine followed Kraag out of the hangar.

"Yeah, well, I need some hand sanitizer to get his slimy germs off my hand now," Rose muttered back.

The Valeyard chuckled softly.

"That was masterfully done as well," he said to her.

"What does Arkytior mean? I never heard it before."

"Arkytior means rose in Gallifreyan. I thought it was more impressive sounding to his ears."

"Oh," Rose said.

"Is that alright?"

"Um…yeah, I like it actually. It's beautiful."

"I agree," the Valeyard said. "So…just keep calm and keep plenty of hand sanitizer at hand, Arkytior, this is going to be a long inspection."


	12. Chapter 12

Chapter Twelve

Clara and the Doctor stepped out into the hallway. She managed to find clothes and a key, which raised her suspicions but at the moment she just wanted to get the Eleventh Doctor out of Buckingham Palace and back to her house. Unfortunately, the only clothes in the chest of drawers were robes like the ones the Valeyard wore. The Doctor had made a face at them but he had no choice other than to walk around naked so he put one on and put on some black boots to protect his feet.

So far there was no one around but Clara was on edge, wondering if the Valeyard was monitoring their every move and laying out a trap for them.

"Never thought I'd see him again," the Doctor said softly as he followed Clara down the hallway. "Met him in my sixth life and I always feared this might happen but to have it happen so soon after I regenerate. Rassilon, is this my future?"

"No, because we're going to change the future," Clara said in a soft, firm voice as she looked back at him.

She stopped when the Doctor chuckled at that.

"What?" she said.

"My Impossible Girl, still protecting and saving me even after shattering into a million pieces," he said fondly as he laid his hand on her cheek.

As she looked into his warm eyes and took in the loving expression on his face, she heard the voice of the Twelfth Doctor saying, "Clara, I'm not your boyfriend," and "I never said it was your mistake," inside her head. But there was something undeniable about the fact that she was back with a Doctor that not only cared about the universe but cared about her.

"So, what's our plan, fearless leader?" the Doctor said.

"Um…you don't have one?" Clara said.

"Well, I was thinking since you rescued me that you might take the lead."

"Oh. Um…well, I suppose we go through the palace and knock out people we find and leave."

"Simple but effective, I love it."

Clara giggled at that and her heart leapt when the Doctor's eyes twinkled.

"Lead on, Leader Woman," the Doctor said in a deep voice as he pointed ahead.

"Yes, Sir, Doctor Person!" Clara said with a salute. "And yes, I know you hate both salutes and sirs," she said when she saw the withering look on his face.

The Doctor gave her a playful poke in the side before both of them sobered up, fell silent and hurried away.

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Rose looked around when they were led into a series of rooms and Kraag told them they would be sent for shortly before he closed the door behind him. The room was also made of packed Earth with a domed ceiling and steel floor but when Rose touched the walls, she found it was extremely hot. The Valeyard was watching her while Jasmine went into a bathroom with a porcelain basin and ran some hot water.

"The walls are warm and they look like dirt," Rose said, turning around.

"Correct on both accounts. They're reptiles. The dirt walls mimic being underground and they keep them warm since they're cold blooded animals. But why they use steel for the floors is beyond me. Maybe to cancel the temptation to burrow or something."

Jasmine brought in the basin filled with hot water and two flannels. She set it on top of a wooden table and stood back.

"There, you can wipe the wet kiss off your hand," the Valeyard said, pointing to it.

Rose walked over to the basin and the Valeyard followed her. Rose dipped her hands into the hot water while the Valeyard dipped a flannel into it, wrung it out and wiped his face. Rose did the same with the other flannel and held it out to Jasmine.

"Here, go ahead," she said to her.

Jasmine hesitated and nodded before she stepped up and accepted the flannel from her.

"I think first will be a sort of introductory meeting between us and Kraag," the Valeyard said as he dipped the flannel in the water and washed his hands. "Perhaps a banquet then and probably the games will be tonight. I'm hoping that'll be it but Kraag likes to be fawned over and he threatens to rebel every time I turn my back. I know you don't like hearing it but I'm about to do something nasty to him if he doesn't stop."

He noticed Rose was suddenly very nervous.

"What is it?" he said.

"Will he try to…assassinate you?" Rose said.

The Valeyard was going to put the hot flannel on his face to relax but he stopped with the flannel halfway up to his face. He tilted his head and raised his eyebrow.

"Would you care if he did?" he said to her.

"Yes."

The Valeyard's hearts leaped at that but he kept a passive expression.

"Really? After objecting to my lifestyle and knowing that I'm not the same man you once knew?"

"You're not the same man but you're still the man I love and I don't want to see you die."

The Valeyard was thrilled even more when he realized that she wasn't lying about that. He realized that maybe he had made the right decision about giving Rose the benefit of the doubt and letting her come to him willingly.

"Well, even if he kills me, it's very hard to kill me outright and I'd just regenerate and get back at him…and whoever pulled the trigger so I wouldn't worry about that. He might not like me but he knows I'm a Time Lord and he's no fool. Besides, he enjoys being in power and he has to stay on my good side in order to do that. Just don't worry about it and try to relax. Thank you for the water, Jasmine."

"Yes, Valeyard," Jasmine said, bowing.

She took the basin and flannels away and poured the water in the sink. By the time she was through, a guard had come to take them to see Kraag for a meeting.


	13. Chapter 13

Chapter Thirteen

The guard led them into an enormous dining all near the back of the palace. The walls were made of the same dirt with the same domed ceiling, except this time there were paintings on the ceiling in a circular pattern of reptilian people doing various things. There was a red narrow carpet leading from the rounded doorway to the back of the room where there was a golden throne on a metal dais. In front of that was a long, black wooden table with matching wooden high backed chairs. The guard told them to wait while he went to get Kraag and he left them standing there. The room was lit by large rounded lights that were embedded in the walls at even spaces around the room. The three of them stood by the entrance, waiting for Kraag to come. While they were doing that, Rose stared up at the ceiling. Some of the paintings depicted lizard man standing in fine robes, others were of battle scenes and scenes of captures, enslavements and executions.

"Is this their history then?" Rose said to the Valeyard while she pointed up to the ceiling.

"Um…I think some of it is but I think mostly it's a record of their rulers and the rulers achievements," the Valeyard said, glancing up.

Rose nodded and continued to look up at the paintings while Jasmine stayed by her side. The Valeyard watched Rose while she did that and thought about what she'd just told him. The fact that she was worried if he might be assassinated or not caused his heart to feel things that he hadn't felt for a long time. He'd spent this entire regeneration keeping Clara and everyone else at arm's length and it had caused him to become bitter then angry then revengeful and finally he had succumbed to the darkness and became the thing he feared the most. He had nearly gone there during his ninth life after the destruction of Gallifrey but Rose had pulled him back from it. Then when she was lost to him, he had teetered over the precipice again. Time and time again he had nearly succumbed to the darkness but fought back until he finally couldn't fight any more. And now here she was again, just when he needed her most. He didn't believe in fate but yet, it was undeniable that she found him at this point in time and not only that was willing to accept him if not his actions. As he watched her, he suddenly realized that perhaps some dormant part of him was crying out to her to save him from himself. The other startling realization was he didn't mind it if that were so.

He glanced down at the gift in his hand. It was a diamond necklace for her. But embedded inside it was a tiny mind controlling chip that would allow him to possess her mind if he needed to. Now he felt guilty that he had even considering doing that to her. He glanced at her and looked down at the box, debating on whether to give it to her or not. The chip was activated by remote control and was invisible to the naked eye. He could still give it to her as a gift and not use the chip.

However, he was growing impatient because it was nearing ten minutes and Kraag still hadn't shown up. He sighed and walked over to Rose and Jasmine.

"Okay, both of you take a seat," he said to them as he pointed to the table. "I'm the real person in charge here and I say we don't have to stand and wait for Lord Fat Arse to make an appearance. Just go ahead and sit down."

"Where?" Rose said, looking at the long table.

The Valeyard beckoned to them and led them to two chairs near the head of the table. He pulled out one for Rose, waited for her to sit down and pushed it back. Then he pulled out one for Jasmine. Jasmine froze, thinking he was going to sit in it and started to walk to the chair beside it.

"No, sit down beside Rose, that's your proper place here," he said to her.

Jasmine was still hesitant since she wasn't used to someone pulling out a chair for her but she finally sat down and the Valeyard pushed her up to the table before he sat down between Rose and the chair at the end of the table. He laid the folder and the gift down in front of him, reached into a hidden pocket on the side of the robe and pulled out a large flat device that resembled a big Ipad and a long black stylus. He told Rose to give them to Jasmine and he leaned up and looked at her when Rose passed it to her.

"I want you to take notes for the meeting," he said to her. "You don't have to write down everything we say but write down the highlights so I'll have it documented and be able to refer back to it in my office."

"Yes, Valeyard," Jasmine said, bowing her head.

The Valeyard opened the folder and slid it over to Rose.

"Just in case you need to refer to anything during the meeting," he said to her.

Rose nodded and raised her eyebrow when the Valeyard set the gift down on top of the paperwork.

"And this is for you," he said to her.

Rose picked up the gift while the Valeyard watched her. She studied it for a moment. It had black wrapping paper and a red bow on top. The Valeyard was touched when she very gently opened the gift, making sure not to tear the wrapping paper and gently pulling off the bow. Underneath the wrapping paper was a black box. Rose opened the top, peered inside and her eyes bulged as the Valeyard chuckled.

"I told you I would have jewelry for you to wear," he said to her.

Rose reached in and pulled out the necklace. It consisted of a large teardrop shaped diamond pendant with small round diamonds that formed the necklace part and ended in a gold clasp. Rose swallowed hard and her eyes misted over.

"Thank you," she said softly. "It's beautiful."

The Valeyard stood up, walked around the back of her chair and took it from her. Rose stayed still while he put the necklace on her and fastened it in back. Then he laid his hand on her cheek.

"It looks beautiful on you," he said.

"Thank you," Rose said, fingering the teardrop diamond.

The Valeyard ran his fingers down her cheek to her neck and he stroked her neck while he admired her beauty. The necklace complimented her already beautiful looks and he was glad he decided to give it to her.

Then he heard someone clearing his throat and he looked over to see Kraag entering the room.

"Oh, so finally you've decided to join us, how nice," the Valeyard said dryly as he walked back to his seat.

He noticed that Kraag was upset that they were already seated but frankly he didn't care. He hated everything about him and he wasn't about to wait on him when he was the real ruler of Mabok.

"Forgive me, I had a few things to attend to before tonight's festivities," Kraag croaked as he waddled towards his seat. "But now that I'm here, we can begin."


	14. Chapter 14

Chapter Fourteen

As Clara and the Doctor made their way out of Buckingham Palace, Clara was amazed to find that so far there had not been one soul standing in their way. It seemed a bit dodgy to her and she was beginning to wonder if it wasn't a trap. But then whenever she thought that, another inner voice would tell her it wasn't and to calm down and relax. And she did.

They paused near a doorway and the Doctor and Clara flattened themselves against the wall while they listened for any voices coming from beyond the door.

"This is just wrong," Clara said, shaking her head when she heard only their breathing. "Where is everyone?"

"Maybe they went offworld for something," Eleven offered.

"Everyone?" Clara said, looking at him.

She frowned. Suddenly his youthful face looked a bit older; more lines on his face that she swore weren't there before. But when she thought about it, the voice told her that she was just imagining it and it was probably the lighting in the room. She felt herself agreeing with that and thinking how silly she'd been for thinking that. But one thing she couldn't deny was the way the Doctor was looking at her. Suddenly, there was unbridled lust in his eyes and she had to admit it made her heart race since she wouldn't mind it if he did take her in his arms and snog her senseless. But first things first, they had to escape. So she tiptoed up to the doorway, peeked inside and saw a long corridor filled with paintings and portraits and artwork. She was about to go inside when suddenly the Doctor grabbed her arm. She turned to look at him and was shocked when she saw the animalistic look on his face, the undisguised lust that practically dripped off him as he neared close to her.

"Clara, I want you," he said in a husky voice that Clara had to admit sounded dead sexy.

"Doctor, this isn't the time. We need to escape," Clara said, her heart racing.

The Doctor grinned wolfishly and came closer to her.

"There's no one here, they've all scarpered," he said. "There's only you and me, my impossible girl."

Clara flinched a little when he ran his fingers down her cheek. But as soon as she did that inner voice told her to relax, be calm and just let it happen.

"Doctor…we can't," Clara said.

"I've always wanted you, Clara," the Doctor said as he bent down towards her face. "Never could admit it before but now, I've come so close to death and I realize just how important our relationship really is."

"Doctor, I do care for you but this isn't the time or place…"

"Submit."

Clara shut up.

"I'm sorry?" she said.

"Submit to me and be mine completely," the Doctor said, locking his eyes with hers.

Clara tried not to look into his eyes but something was compelling her to do it as well as compelling her to accept his command. She noticed again that he looked older, even older than he had ten minutes ago and now there was a hint of gray in his hair…and it seemed like his hair was shorter too. She tried to get around him but the Doctor seized both arms, his eyes boring into hers.

"Submit," he said.

Clara tried to resist but she felt her will begin to slip away.

"Doctor, I can't," she said feebly.

"You will submit to me and be mine," the Doctor said.

"I…I will submit," Clara said slowly. "I will be yours."

The Doctor smirked at that and suddenly his lips were on hers, kissing her passionately. As they kissed, the Doctor's voice seemed to be inside her mind commanding her to submit and obey him and Clara felt her will to resist slipping away with each passing second. The Doctor kissed her forcefully, possessing her mind, body and soul and Clara found herself accepting it completely.

Then when he pulled away, Clara found herself looking at the face of the Valeyard instead of Eleven.

"You will submit to me, Clara," the Valeyard said to her.

"Yes, My Lord," Clara said without hesitation.

"At last, I have you and now you will belong to me forever," the Valeyard said as Clara stared at him, completely docile and in his thrall.

As she stared at him, a smile crept onto her face.

"Yes, My Lord, I am yours…forever."

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

The Valeyard breathed a sigh of relief. The meeting had been shorter than he thought. Of course, he had to give Kraag a few concessions, a bit more power to keep him happy and keep him from rebelling but he knew this couldn't last forever. Sooner or later, Kraag would overstep his bounds and ask for more than he was entitled to and then he would have to be done away with. He wondered if perhaps Rose might be a good candidate to be his successor but he dismissed that on the grounds that the Mabokians wouldn't listen to a woman and because he wanted her all to himself and not on some distant planet.

At the moment, Kraag was leading him and Rose towards the banquet room. He told the Valeyard that servants weren't permitted so he had a guard take Jasmine back to their room after he took the folder and Ipad from her. Rose promised to bring her something to eat but the Valeyard wasn't so sure Rose would want to eat anything the Mabokians had, let alone give it to her servant.

The dining room was just as large as the meeting room but it had more lights on the walls and the interior of the dome was lined with gold. Another large wooden table was in the middle of the room and at the head of it was another gold throne. This time there were other lizards in attendance and when the Valeyard entered, all of them stood up and bowed to him and Kraag. Kraag led them to two chairs beside the right of the throne and indicated they should sit down. The Valeyard sat down beside Kraag's throne and Rose sat beside him. Only when Kraag was seated did the other lizards straighten their bodies and sit back down.

"Your jewel is wearing jewelry," Kraag said, gazing at Rose.

"Yes, it is a gift," the Valeyard said with tense politeness.

"It suits her," Kraag said. "Tell me, my jewel, have you ever been to Mabok before?"

"No, I haven't," Rose said.

"Ah, it is also a shining jewel of the Scarlet Snake System," he said to her.

The Valeyard turned his head to Rose and quickly rolled his eyes at that before turning his head back. Rose fought to keep from laughing and keep her tone of voice polite and respectful but the way Kraag stared at her made her uneasy and she wondered if he might do something when the Valeyard's head was turned.

She breathed a silent sigh of relief when reptilian servants dressed in livery entered, carrying platters and tureens filled with food, pitchers filled with drink and four of them came in carrying instruments. The four set up stands and seats near the table while the others served them food on golden plates and goblets. Rose made a face when one slender reptilian with white skin and black stripes served her something that looked like a barbecued rat. The Valeyard had warned her that they had the same diets as carnivorous reptiles but the sight of the whole rodent resting on her plate was enough to turn her stomach. Then someone else came along and spooned out some sort of brown glop onto her plate near the rat. Another one came by and poured out a purplish liquid into her goblet. She looked at the Valeyard and noticed he had the same food and drink and he was making the same face that he was.

"Chips after?" Rose said softly to him.

The sour look brightened into a smile for a moment and the Valeyard gave her a sideways look and nodded emphatically at that.

When everyone was served, the reptilians attacked their food as if it were moving and Rose's stomach lurched again at the lack of table manners and the way they put the rats in their mouths and crunched them, the loud crunch only adding to the nausea she felt. She didn't know what to do. She had been taught all these years by the Doctor to be polite and try to fit in with the culture but this was a bit much. Still, she made an effort as she picked at the rat and pulled a small strip of charred meat off the side of it. She looked at the strip of meat with disgust before she forced it into her mouth. To her relief, it tasted like burnt chicken but still, she had to swallow some of the liquid to keep the gag reflex at bay. The drink was alcoholic from the slight heat in the back of her throat but thankfully, it tasted a lot like wine and she took small sips of it while she and the Valeyard tried to eat enough of their food to satisfy their host.

After four bites of rat meat, however, Rose gave up and slowly sipped the wine, fearing that too much of it would get her pissed. The Valeyard ate slightly more than she did and he even took a few bites of the brown glop but even he had his limits and eventually sipped the wine while the reptilians gorged themselves.

Finally, after a half hour, the food was depleted and everyone finished up by sipping the wine. Kraag made a few jokes about mammals not liking the food and Rose sensed the Valeyard bristling at that but he kept silent and nodded in response.

"Well, now that we're finished, I will let you go back to your quarters and refresh yourselves before the gladiatorial games begin," Kraag said to them.


	15. Chapter 15

Chapter Fifteen

"Wow, that was very…icky," the Valeyard said as to Rose the moment the guard left the room and shut the door.

"I could barely keep that rat meat down," Rose said as Jasmine brought out the basin filled with hot water. "Sorry, Jasmine, I didn't bring you anything to eat because trust me, you wouldn't want it. What was that brown stuff?"

"It tasted like wallpaper paste, A'Le'Mohar, trust me. But I'm proud of you for eating as much as you could and being polite."

"Well, you taught me that," Rose said.

"Then you learned well," the Valeyard said proudly. "But now comes the real test, at least for you. They'll have a box reserved for us but we at least have to sit by the window even if you decide to look elsewhere."

"Is it bad?" Rose said. "I mean, I know the Romans were brutal but is it all slaughtering people and feeding them to lions and stuff?"

"In a way," the Valeyard said as he and Rose wiped their hands with flannels. "For the most part, this is how they execute criminals. Although…I'm sure that they sneak in a few innocents who they don't like from time to time. It's mainly gladiatorial contests though, but…no holds barred, anything goes and the bloody, the better. This is the…heart of their society since reptilians believe in no quarter given and being bloodthirsty. As I said, you can look away but we have to sit near the window."

"And will you watch it?" Rose said.

"Not really because this is not my cup of tea, to be honest. I would rather spend an evening at the opera than watch two big lizards tear each other limb from limb. I've been to several of these games on invite and I nearly tear my eyes out from boredom. It lasts about two hours which is two hours more than I like. Hopefully after that, we can go."

"Good because I'm tired of being here."

"So am I, so am I."

He told Jasmine to go ahead and freshen up so she could accompany Rose. When they were done freshening up, Rose and Jasmine sat on the bed while the Valeyard stood by the closed door and waited for the guard to return. While he waited, Rose got up, walked over to him and rubbed his back. Once again, the Valeyard was astonished by how loving she had been towards him and he put his arm around her and sighed softly.

"Punctuality is a virtue," he muttered softly as he stared at the door.

"Beware the Oncoming Storm," Rose muttered back.

The Valeyard grinned at that.

"Never mind a storm, my Arkytior, it would take a hurricane to topple is fat arse."

"Is he the fattest one on the planet" Rose said. "I mean, I haven't seen everyone but everyone else is so thin."

"Yes, my love, work out why that is!" the Valeyard teased her. "Everyone else is thin because Lardzilla has all the fucking food!"

Rose giggled.

"Gotta get used to you swearing like that but it is a bit refreshing, I have to say," Rose said.

"Yeah, but I don't make a habit of it. It makes one sound unrefined. But there are times when no other words suffice."

"Is Lardzilla going to come and get us then?"

The Valeyard grinned.

"Well, considering Lardzilla is big enough for three Lardzillas and it's a big estate, he might be here in about four hours."

Rose laughed at that.

"I wonder if he ever sees his feet?" Rose said.

"I wonder if he sees his penis, let along his feet."

Rose giggled at that. She glanced over at Jasmine and noticed she looked a bit shocked. She figured that she rarely saw the Valeyard smile, let alone tease and joke like a normal bloke would. They fell silent as the Valeyard continued to stand by the door. Five minutes passed with only the sound of their breathing before the Valeyard spoke.

"Stay with me, Rose."

Rose looked at him.

"Huh?"

The Valeyard looked at her.

"Stay with me. Be with me. Don't leave this reality. You belong here," he said tenderly.

"But…I have to find my Doctor. To stop the stars going out."

"Yes, I know," the Valeyard said, looking at the door. "That's why I'm trying to find a way around that."

"I don't know if I could stay here, not with the way things are."

"If you mean me ruling everything, I do need to tell you that things won't be much better if you continue on," the Valeyard said, looking at her. "In fact, I don't think you'll like the outcome."

"How'd ya mean?"

"You won't find the happy ending you're looking for, Rose. What you're going through occurred here centuries ago. Do you see another version of you since you got here?"

"I die?" Rose said in horror.

"No. Well, depends on how you define "die". You won't die physically but there are living deaths."

"What'd ya mean? Tell me, please. What's going to happen to me?"

"I will if you agree to stay because if I allow you to leave and you carry on with the knowledge I'd impart, you might end up causing a paradox or tampering with timelines. I've treated you well so far, haven't I? I've shown you kindness and I've shown Jasmine kindness because I know that's what you want. I haven't done that for anyone in a long while but I realize that I really do want you here with me. I can find a solution to the problem but only if you tell me you would stay and be my lives mate."

Rose was taken aback by all this. This was what she'd been wanting to hear from her own Doctor and she sensed that he would have said it if the gap hadn't closed that day on the beach. She thought it over and realized that perhaps this was where she was meant to be after all and that this Doctor needed far more help that her Doctor did. She looked at him and saw the hopeful look on his face and realized what her decision must be.

"I told you forever, Doctor, and I stand by that," she said to him. "My answer is yes."

The Valeyard grinned and Rose noticed this time it was genuine and not a pained grimace. She took her hand in his and gently kissed the back of it.

"Very well, I will tell you then why you have made the right choice," he said.

But before he could speak, there was a knock on the door. The Valeyard sighed.

"And I suppose now it will have to wait until we are seated in the box," he said to her as the door opened and the guard entered the room.


	16. Chapter 16

Chapter Sixteen

The arena was enormous but unlike the other structures, it was made of concrete and resembled a Roman coliseum. The Valeyard, Rose and Jasmine were being driven there in the back of a space skimmer. Kraag went on ahead to ready their box and inform the other VIPs in attendance of their arrival. The back of the skimmer had one long leather seat and a small table about five feet from it that had drinks and snacks on top of it. The front of the skimmer was separated by a Perspex partition and Rose could see the driver, a young reptilian with green skin and brown stripes, driving them through the streets towards the arena.

While they rode there, the Valeyard glanced at Rose and Jasmine and his eyes lingered on Rose. Both women were sitting beside him quietly, not touching the food or drink. The Valeyard looked out into space as he thought over the events of the day. He had not yet told Rose what happened to Clara and he suddenly became uneasy at the thought of what he'd done to her. Before all this, there was no one to please but himself but now he was terrified what Rose would do if she found out Clara had been brainwashed and enslaved.

More than that, having her here re-quenched his thirst for travel and adventure and suddenly the idea of staying on Earth and ruling a bunch of planets didn't have the same appeal it did earlier. He realized that perhaps he was changing his outlook and he marveled at the way Rose did that without actively doing it.

"You were going to tell me about what happens to me if I go back?"

The Valeyard was jolted from his reverie and looked at Rose. He had forgotten he was going to tell her that. But perhaps, showing would be a lot better than telling her. So he explained that he wanted to enter her mind and show her his memories and asked if that would be alright. Rose nodded immediately and once again the Valeyard was floored by how much trust she was showing him. The Valeyard shifted his body and put his fingers up against her temples. He explained the concept and told her he was going to project his memories into her mind. Rose nodded, closed her eyes and relaxed while the Valeyard did the same.

She saw herself being captured with her Doctor and being held on board a spaceship with the Daleks and some pruny old man in a Dalek body who called himself Davros. She saw the confrontation between her Doctor and Davros and raised her eyebrow when she saw her mother and Mickey being captured with everyone else.

"Damn it, I told her to stay put," Rose growled as she kept her eyes closed.

She wasn't completely sure if what she was seeing was authentic or a manipulation but she was willing to give the Valeyard the benefit of the doubt as she continued to watch his memories play out in her head. As she watched, she also picked up on the Doctor's feelings during this time and she sensed his worry over something happening to her and to the others. That worry was mixed with anger and also guilt and shame when Davros showed her his soul. The whole thing fascinated her and she figured if this was a mental manipulation, it was a damn good one.

Then time passed and she saw herself standing back on the beach at Bad Wolf Bay, only this time there were two Doctors.

"You said clone earlier, is this what you meant?" she said aloud as she kept her eyes closed.

"Yes," the Valeyard said, keeping his eyes closed.

Rose was stunned as she watched her Doctor leave her with the clone after refusing to answer her question. She was equally stunned when she watched herself through the Doctor's eyes snogging the hell out of the clone before the Doctor turned his eyes toward the TARDIS and Donna and walked towards it. She felt his anger in her mind and she knew that he was acting against his will as he walked towards the TARDIS.

_See this_, she heard the Valeyard speak inside her mind. _This is what happens when someone is sadistically self sacrificing to the point that he gives up the woman he loves and leaves her in the arms of a damnable clone! He was a fool to leave you like that._

"Is that why you became evil?" Rose asked him.

The Valeyard sighed.

_I don't like to admit that I'm evil but I let the darkness consume me,_ he thought to her.

He showed her another memory, this one of a woman called Adelaide and how he flaunted a fixed point in time to save her because he thought himself the Time Lord Victorious. She could feel his arrogance and his anger and despair after Adelaide killed herself. Throughout it all, she could feel an undercurrent of rage, self hatred and guilt and she finally realized that this was why he had become the man he did. Because his demons finally caught up and consumed him. She felt a deep pity and sorrow for him that he allowed himself to keep so much emotion in that it warped him into becoming a twisted version of himself. It made her more determined than ever to stay and help him become the man he once was, if that was even possible.

The skimmer stopped and the Valeyard gasped and took his hands away from her head. Rose felt him abruptly leave her mind but there was a lingering hint of the rage and guilt that stayed within her mind. She was about to say something when the partition lowered and the reptilian looked over his shoulder at them.

"We're here, My Lord," he said to them.

The Valeyard nodded, angry at being interrupted. He waited while the chauffeur got out and opened the door from the outside. The door went up and the Valeyard, Rose and Jasmine stepped outside. The Valeyard nodded at the driver and beckoned to the women to follow him while the driver lowered the door and walked back to the driver's seat. While they walked, the reptilians around them gasped and dropped to the ground, groveling and trembling at his passage. Rose was beside him with Jasmine following behind and Rose noticed the bored sigh and eye roll as they walked into the front entrance of the arena.

XXXXXXXXXXXXXXXXXXXXXXXXXXX

The box was positioned at the top of the arena, a concrete rectangle that looked out of place in the circular coliseum. It was about forty feet long and thirty feet wide and had two rows of plush leather chairs along with a small table off to the side that had food, drink and cutlery, cups and plates on it. There was a speaker mounted in the ceiling at the front of the room directly above a huge plate glass window that allowed the people inside to look down at the action. Steels steps led up to the back door from the top floor of the arena and when the Valeyard, Rose and Jasmine were escorted up, they found several of the people from the banquet along with Kraag who was seated up front in the center of the row. When they entered, he turned his head and smiled as he called for them to sit beside him. The Valeyard led Rose to the front while Jasmine walked to the second row. Rose turned her head and tried to get her to join them up front but the Valeyard got her attention and shook his head at that and Rose reluctantly let her sit in the seat directly behind her. The Valeyard sat down beside Kraag on his right and Rose sat on the Valeyard's right. Several others got some food, which to Rose's distaste meant more barbecued rats and glop, and sat in the seats around them. A young female lizard with white skin and pink stripes sat down next to Rose. She was wearing a pink dress that matched her stripes and to Rose's amazement her eyes were blue instead of yellow. The woman had a plate with two barbecued rats on it and a cup of wine. She smiled at Rose.

"I'm Azara," she said.

"Ro…Arkytior," Rose said to her.

"Pleasure. Have you attended the games before?"

"No, this is my first time," Rose said while the Valeyard listened.

"Ah, then you're in for a treat. They are executing thirteen criminals today."

"Oh yeah?" Rose said, trying to be polite.

"Yes and good riddance to them all."

Rose held her tongue about that. She wasn't sure if the thirteen people were criminals or not but if it was anything like Ancient Rome, she was sure that their deaths wouldn't be pleasant. Azara munched on her rats while she listened to an announcement over the speaker that the games were about to begin. The packed crowd below them cheered and it sounded like thunder to her ears. Below them the arena floor was made of dirt and sand and there were two entrances off to the left and right with portcullises over them. As she watched, the portcullises slowly raised and the crowd cheered again. Out of the right entrance came the biggest, most muscular reptilian Rose had ever seen. He was about seven feet tall with muscles that would make Arnold Swarzenegger's muscles look puny. He was dressed in a brown loincloth and looked as though his body had been oiled up before the competition. He was carrying nothing in his hands and he raised them to the crowd as they cheered for him.

"That is Xabat, the champion," Azara said to Rose.

"And he fights the criminals?" Rose said to her.

Azara laughed a nasally laugh that Rose found pompous and annoying.

"Oh my dear, there is no fight when it comes to Xabat because no one has come close to beating him."

"Mm," Rose said, not really caring or liking Azara's pompous manner.

Thankfully, Azara went back to eating and Rose sighed and slumped in her chair. The Valeyard noticed that and took her left hand in his, squeezing it silently. Rose squeezed back and watched while the first reptilian was forced into the arena at spear point. Unlike, Xabat, this prisoner was short, scrawny and looked like he hadn't eaten in months. He was red with black stripes and yellow eyes that were wide with terror as the portcullis closed, trapping him in the arena with Xabat. The prisoner held a tiny dagger in his right hand as his only defense and Rose pitied him instantly when she noticed Xabat was eyeing him with perverse pleasure. Xabat slowly, very slowly, walked towards the prisoner who was trying to claw his way back through the portcullis while the crowd cheered. Rose heard Azara snigger at the prisoner's plight and she suddenly had an urge to shove one of the rats down her throat.

Rose tried to be polite and watch what was going on but when Xabat caught the prisoner and began to tear him to pieces, she couldn't stand it anymore and turned her head away, looking at the Valeyard's sleeve and trying not to hear the prisoner's bloodcurdling screams mixed with the cheers of the audience and the cheers of most of the people inside the box. What sickened her was she could hear some of the people around her betting on the outcome and she wondered why the Valeyard would even bother with such a barbaric planet.

As she stared down at the Valeyard's sleeve, she saw it move and come up around her shoulders. She smiled when the Valeyard pulled her close and she sighed softly as he caressed her cheek. She glanced up at him and noticed his eyes were looking out the window but she could tell he wasn't focusing on anything and he an upset look on his face that gave her hope that perhaps he didn't like the barbarity either. Rose snuggled against him and stared at the floor while the Valeyard rubbed her right arm gently.

"The winner, Xabat!" the announcer said through the speaker as if there had been a shred of doubt about the outcome. "And now we beg your patience while the arena is cleaned up for the next combatant."

"I don't know if I can stand much more of this," Rose muttered under her breath.

She tried to say it so no one would hear her but the Valeyard's hearing was better than most species and he leaned his head in. the hand that had been caressing her shoulder traveled up to her temple and he pressed his fingers against it.

_I'm sorry but I did warn you,_ he thought to her as the Valeyard closed her eyes_. Concentrate on what you want to say and think back to me since I'm intending this as a private conversation. _

Rose thought hard.

_Like this, _she thought.

_Yes, like that, _he thought back.

_Do we have to sit through all of this? It wouldn't be so bad if the speaker wasn't right in front of us and I couldn't hear the screams. _

_I know, I'm sorry. I don't like it either but it's a necessary evil. _

_But why, I mean why do you want this planet? If you're going to conquer something, can't you pick more civilized planets with pleasanter people on them where we don't have to eat rats and watch blood sports?_

She waited for a response and glanced up at the Valeyard when he didn't reply. Instead, his eyes were open and he was staring off into space, deep in thought. He still had his fingers pressed against her temple so Rose waited quietly, figuring he would say something when he was ready.

_You know what? You're right, sod this fucking, backwater planet. Leave it to the fat arse and his stupid, backwater lizards. They can have the disgraceful mudball all to themselves. Come on, Rose, we're leaving._

Rose was elated as the Valeyard took his fingers away from her temple. She stood up when he did and beckoned for Jasmine to do the same. The room fell silent as the Valeyard and Rose walked past Kraag.

"What are you doing?" Kraag asked, standing up.

"Leaving and going back home," the Valeyard said, over his shoulder as Jasmine hurried to catch up to them. "I'm tired of your planet and I'm tired of you. You can have this planet and do what you want with it. Good day."

"Wait, you can't do that!" Kraag said, waddling towards them, his arms outstretched as the Valeyard opened the back door and let Rose and Jasmine leave before he walked out and closed the door without a second look back at Kraag.


	17. Chapter 17

Chapter Seventeen

Rose was overjoyed as she reached the bottom step and stepped onto the concrete walkway around the top of the arena. She was glad that the Valeyard had listened and they were finally leaving this place for good. She hoped never to see it again and hoped that perhaps the Valeyard would give up ruling Earth and other planets and go back to traveling just like the old days.

"I have to go back to my office and take care of a few things," the Valeyard said as he walked behind her. "And then I have a destination in mind."

"As long as it doesn't involve rats and dismemberment, I'm all for it," Rose said, looking over her shoulder at him.

"Wait!"

"Oh blast," the Valeyard said when they heard Kraag call out to them. "Stop Rose and Jasmine."

Rose and Jasmine halted and Rose turned around to see Kraag was wheezing and panting as he waddled towards them.

"Where are you going? What are you doing?" he panted as he finally caught up with them.

"Leaving and never coming back," the Valeyard said, crossing his arms over his chest. "I've decided that I don't care to manage your world, Kraag, so I leave it all to you now. Enjoy."

Rose frowned when she saw the panicked look on his fat face upon hearing that.

"No, you're in charge here," he said to the Valeyard.

The Valeyard sniggered.

"What's wrong, Kraag? Not too popular with the masses and you need me to give you backing so they don't throw you in the arena?" he sneered at the reptilian. "Course you need a crane to throw you anywhere but…anyway, we're wasting time here and I have business to attend to. Bye!"

He was about to turn and leave when suddenly Kraag moved incredibly fast for someone of his weight. He ran to Rose and put her in a chokehold after pushing Jasmine to the ground.

"Fine, you can leave but I get this as compensation," he snarled at the Valeyard. "She'll make a nice concubine."

Rose gasped for air as his arm crushed her windpipe. Even though she was choking, she could see the storm on the Valeyard's face and she knew if Kraag didn't let her go in a few seconds, the Valeyard would be the one tearing him apart. She felt her world turning black and she reached out her hand towards the Valeyard, imploring him to save her as she started to lose consciousness. Then suddenly, Kraag let out a tremendous cry of pain and Rose gasped and fell to her knees as he let go of her. She heaved and gulped in air as the Valeyard moved towards Kraag, screaming for guards to come and assist him after identifying himself. Rose continued to suck in lungfuls of air, holding her hand to her throat while Jasmine knelt beside her and put her hand on Rose's back. She was vaguely aware of security guards running towards Kraag and the Valeyard yelling at the guards to seize Kraag. Then she felt someone kneel beside her and she stiffened momentarily until she realized it was the Valeyard.

"Are you alright?" he said, concerned as he put his hand on her back.

Rose nodded, her throat too injured to speak.

"Thank you, Jasmine," the Valeyard said. "You will be rewarded for this."

Rose frowned, wondering what Jasmine had done to deserve a reward. She choked out her question while the Valeyard rubbed her back.

"Your servant stabbed Kraag in the arm with a dagger she had hidden under her dress. That's why she's to be rewarded. Now if you'll excuse me, A'Le'Mohar…"

The Valeyard stood up and Rose's breathing finally calmed down while she heard the Valeyard behind her ordering Kraag to be thrown in the arena after the other prisoners were finished.

"I would have let you be, Kraag, but no, you have to be arrogant and try to take something precious from me. So now, you're going to learn what it means to fuck with the Oncoming Storm and lose. Take him away and prepare him for the games."

Rose heard Kraag screaming curses and she assumed they were dragging him away to be executed in the games. She was still in a daze and her throat ached unbearably. Jasmine was still by her side, still rubbing her back and Rose was grateful for her presence. Then the Valeyard knelt down beside her and told Rose to put her arms around his neck. Rose did as he said and he gathered her into his arms and picked her up. Jasmine followed them as he carried her out of the arena.

XXXXXXXXXXXXXXXXXXXXXXXXXX

Rose sat beside the Valeyard inside the skimmer while the driver took them back to the spaceport. By now, Rose was calm and her breathing was normal although her throat still ached. She was sitting in the middle of him and Jasmine and everyone was silent. Rose looked at the Valeyard and noticed he was seething with silent rage. Rose kept her thoughts to herself, not wanting to make him angrier and instead looked out the window to her left as the skimmer zoomed along the motorway. As she watched the scenery fly by, she felt the Valeyard's arm go around her and she let him lean her against him. She felt contentment as he snuggled next to him and she glanced up at the Valeyard. He was looking out the window to his right but his arm was caressing Rose's upper arm and she could tell that his anger had diminished, although there was still a sour look on his face. Then he reached up and pulled the skullcap off and sat it on his lap while he continued to look out the window. Rose looked up at his graying hair. She hesitated a moment before she leaned up a bit and reached up to run her fingers through it. The Valeyard smiled at that and a soft sigh escaped from his nose before he gently pushed Rose back against him and leaned his head over to hers.

"Doctor," Rose whispered as she closed her eyes.

"Rose," he whispered back. "How are you feeling?"

"Better but my throat still hurts."

"Well, like I said, I have something in the TARDIS that'll remedy that," the Valeyard said softly.

"Let's go somewhere, please," Rose said, looking up at him. "Don't just go back to your office and sit. Take me somewhere fun."

The Valeyard chuckled.

"You want to roam time and space with someone like me?" he said.

"Well, as long as it doesn't involve dead rats and gladiators, yeah," Rose said.

"Well, I think that narrows it down a bit then when it comes to choices," he said while Rose chuckled. "I do have to go back and check on something but I promise it'll be quick and then we can leave."

"Thank God," Rose muttered.

The Valeyard gazed down at her.

"You really want to be with me?" he said.

Rose frowned and looked up at him.

"I said I would. Are you that insecure?" she said.

"I just…yeah, perhaps I am…a bit," he said to her.

"I want to be here with you, I made my decision. The only problem is what to do about my timeline then but other than that, yes, I want to stay and travel with you."

Her heart leapt when the Valeyard finally smiled at that.

"Well, there are a few possibilities about the timeline," he said as Rose laid her head on his shoulder. "Cloning is one, android is another although that could be a bit dodgy since someone could run a scan and find out your android isn't entirely human."

"But if you cloned me, would we have to wait for it to grow up?"

"No. I also own Torchwood here and they have the technology to clone someone and grow it. I might have to condition it to think that you're you and not just a clone of you but that's what I'm leaning towards at the moment. Other than that…I still have to think about it."

Rose nodded. She leaned up and looked out the window when the skimmer slowed.

"Well, looks like we're at the palace. Finally, we can leave here and go back home," the Valeyard said to them.


	18. Chapter 18

Chapter Eighteen

"Yes!" the Valeyard said as they entered the TARDIS. "Back home at last! Now we can leave this miserable planet and head for greener pastures…after London, that is," he said as Rose and Jasmine entered.

Rose shut the door and she and Jasmine followed him to the console.

"Come, my Arkytior, let me take you to the med bay and get something for your…"

The Doctor trailed off when he passed by his monitor and heard it beeping. He told Rose and Jasmine to wait while he hurried over to it.

"I have a message waiting for me," he said over his shoulder. "Wait a tic."

Rose and Jasmine walked over while the Valeyard read the message. Rose noticed it was written with the concentric circle language and she hoped that the Valeyard would tell her what it meant. She looked at him and frowned when she noticed the Valeyard's face had gone slack.

"What is it?" she said.

"Buckingham Palace has been attacked," he said, looking at her.

"By who?" Rose said.

"Rebels. Clara's friends, the masses, they stormed the palace and according to my personal secretary have murdered nearly everyone."

"Oh God," Rose said, paling. "But most of the people, I mean, they're not evil. They just work for you, yeah?"

"Doesn't matter," the Valeyard said, shaking his head. "According to this, it was a frenzied mob. They probably don't care who it was, they just wanted blood."

The Valeyard stood there, arms crossed over his chest while he thought.

"Then let's go," Rose said.

The Valeyard frowned.

"Go where?" he said.

"Just anywhere. Just leave Earth and the three of us can travel, that's all we need, right?"

"You don't want me to go back and sort this out?" the Valeyard said, pointing to the monitor.

" No because I don't want them killing you. I don't want them falling into their hands because they won't show you any mercy. Just…leave."

A grim smile spread over the Valeyard's face.

"Another planet I've run from then," he said, shaking his head. "Once a renegade, always a renegade it seems. Pity. Earth had its faults but it had been my second home for centuries. I suppose in the end, this is my true home," he said, looking up at the ceiling.

He checked the end of the message.

"This was sent an hour ago," he mused. "Anything could have happened in that time. My secretary could have been killed by now…"

He trailed off and returned to his thoughts for a moment before he started up his ship and prepared to take her into the vortex.

"Clara, I'm sorry," he murmured to himself. "I only hope they didn't kill you as well. Perhaps someday I can return and see you again."

He knew that he'd have to take them far away from his realm because he was sure if Earth was in rebellion, the others would follow suit and he'd have to find a way for him, Rose and Jasmine to be safe in case they came baying for his blood. For now, he had Rose at his side and his thoughts were on her and Jasmine and getting them far away from the chaos.

Once they were inside the vortex, he stepped away from the console and took Rose's hand, escorting her out of the room while Jasmine followed them. First things first, he had to attend to Rose's throat and then they would decide after that where they should go and what they should do in order to begin a new life together.

THE END.

A/N: Planning a series for this so the second part will be up soon.


End file.
